TRANSACTIONS

Zang Bergel & Viñes provided professional advice to IRSA Propiedades Comerciales S.A. (“IRSA”) in the purchase – directly and indirectly – of 100% of the real property with a surface of 78,000 sq. m. located in Camino General Belgrano, between Street No 514, 19^th Ave., and Street No 511, in La Plata, Province of Buenos Aires.

The transaction was completed with the purchase of 100% of the shares of the Company Centro de Entretenimientos La Plata S.A (“CELAP”), owner of 61.85% of the property, and the direct purchase of the remaining 38.15% to unrelated third parties.

The transaction price was set at USD 7,500,000 (Seven million five hundred thousand U.S. Dollars).

The purpose of said purchase is the future creation of a multiple use project, as the property meets the ideal characteristics regarding location and scale for a commercial development in a spot with high potential.

Partners Fernando Aguinaga and Laura Barbosa, and the associate attorney Inés María Poffo acted in the name of Zang, Bergel & Viñes as IRSA’s external legal counsel.

On March 13, 2018, Frutarom reached an agreement with the shareholders of Meroar S.A. and Meroaromas S.A. in connection with the acquisition by Frutarom of a stake in these companies, representing 70% of the capital stock and votes for a purchase price of US$11,200,000. Frutarom is one of the world’s 10 largest companies in the field of flavors and natural specialty fine ingredients. The group is expanding worldwide with the strategy to develop global activity in the field of fragrances. In Argentina, this expansion has been implemented through the acquisition of local leading companies as well as of innovative and unique players in the fragrance and flavor industries.

Zang, Bergel and Viñes acted as counsel to Frutarom through a team led by partners Pablo Vergara del Carril, Pilar Isaurralde and Carolina Zang, assisted by associate Maria Agustina Valenti, together with Frutarom’s in-house legal counsel, Ariel Lavi.

Zang, Bergel & Vines Abogados advised Tarshop in the issuance of Notes Series No. 15 (the “Notes”), issued under its Global Note Program for up to the amount of US$200 million (or its equivalent in pesos).

On March 28, 2018, Tarshop successfully completed the placement and issuance of the Notes Series No. 15 for a total amount of AR$354,910,600. Series No. 15 have a maturity of 18 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 4.75% per annum, payable on a quarterly basis. The minimum interest rate applicable to the first interest payment dates will be 27.00% nominal per annum.

The offering was directed to the domestic market and the notes will be listed and admitted for trading in the Bolsas y Mercados Argentinos S.A. and on the Mercado Abierto Electrónico S.A.

BACS Banco de Crédito y Securitización S.A., Banco Hipotecario S.A., Industrial Valores S.A., Balanz Capital Valores S.A.U., SBS Trading S.A., Puente Hnos. S.A. and INTL CIBSA S.A. acted as underwriters for the placement.

Zang, Bergel & Viñes Abogados acted as deal counsel through Partner Carolina Zang, of counsel María Cecilia Pasman and associate Nicolás Falabella.

On July 12, 2017, Tarshop successfully completed the placement and issuance of the Notes Series No. 11 for a total amount of AR$346,995,624. Series No. 11 have a maturity of 18 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 5.00% per annum, payable on a quarterly basis. The minimum interest rate applicable to the first interest payment dates will be 25.50% nominal per annum.

Law Firms Tanoria, Cassagne and Zang, Bergel & Viñes offered counsel in the purchase of Philips property. Tanoira, Cassagne Abogados offered counsel to Philips Argentina Sociedad Anonima (“Philips”) and Zang, Bergel & Viñes offered counsel to IRSA Propiedades Comerciales S.A. (“IRSA”) in the purchase of the real property where Philips headquarters and administration o ffices are located today. ZBV cooperated in the structuring of the purchase transaction of said property located at 3829 Vedia St. of this city, some meters away from General Paz Ave., a highly strategic location. The price of the transaction was USD 29 million, which were totally paid. Moreover, IRSA and Philips subscribed a gratuitous bailment contract for term of 7 months and 15 days (expiring on January 18, 2018).

As external legal counsels for Philips, Partner Santiago Monti acted on behalf of Tanoira, Cassagne Abogados together with the Associates Francisco Uriburu Pizarro and Humberto Linares Dellepiane. As in-house counsel for Philips, Attorney Javier Castellanos Pinnel acted. 

As external legal counsels for IRSA, Partner Fernando M. Aguinaga and Associate Ines Maria Poffo acted on behalf of Zang, Bergel & Viñes. As in-house counsel for IRSA, Attorneys Gaston A. Lernoud, Ezequiel Sawicke and Melina Chamma acted

On May 8, 2017, the Bank successfully closed the placement and issuance of the Notes Series No.43 for an aggregate of 54,605,876 Unidades de Valor Adquisitivo (“UVA”) worth Ps.1,014,577,176,08, of the Notes Series No.44 for an aggregate of Ps.256,644,000 and of the Notes Series No.45 for an aggregate of Ps.102,436,000. Notes Series No.43 will bear a fixed interest rate of 2.75% payable on a quarterly basis, and were issued at a price of 100%. Notes Series No.44 have a maturity of 18 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 2.75% per annum, payable on a quarterly basis. Notes Series No.45 have a maturity of 36 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 2.98% per annum, payable on a quarterly basis.

On April 25, 2017, the Bank successfully completed the placement and issuance of the Notes Series No.12 for an aggregate of Ps.98,461,000 and the Note Series No.13 for an aggregate of Ps.201,539,000. Notes Series No.12 have a maturity of 18 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 3,00% per annum, payable on a quarterly basis. The minimum interest rate applicable to the first interest payment dates will be 23.00% nominal per annum. Notes Series No.13 have a maturity of 36 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 3,50% per annum, payable on a quarterly basis. The minimum interest rate applicable to the first interest payment dates will be 23.25% nominal per annum.

On April 20, 2017, Tarshop successfully completed the placement and issuance of the Notes Series No. 9 for a total amount of AR$288,444,445 and of the Notes series No. 10 for a total amount of AR$211,555,555. Series No. 9 have a maturity of 18 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 4.00% per annum, payable on a quarterly basis. The minimum interest rate applicable to the first interest payment dates will be 24.25% nominal per annum. Series No. 10 have a maturity of 30 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 4.74% per annum, payable on a quarterly basis. The minimum interest rate applicable to the two first interest payment dates will be 24.25% nominal per annum.

ZBV advised Moltta, Company controlled by a Spaniard group, in the acquisition of 50% of Destilería Argentina de Petróleo S.A. (DAPSA), from Sociedad Comercial del Plata S.A. (SCP), a company listed on the Buenos Aires Stock Exchange, for a purchase price of U$S 17 million. DAPSA is an oil company, which main focus In distillery, storage and distribution of oil and fuel, having YPF, the Argentine largest company, among its clients.

DAPSA also owns a gas station in a strategic zone in Retiro, the main railway station of Buenos Aires. Through wholly-owned subsidiaries, DAPSA is also active in the lubricants industrial business (it produces with its own brands as well as for third parties) and also in asphalts.

The transaction involved a stock purchase agreement, collateral package, as the payment of the purchase price is financed, among other documents, and the filing before the Antitrust Agency.

The purchase agreements were executed on December 29, 2017.

ZBV advised Moltta with a team led by Pablo Vergara del Carril, including partner Pilar Isaurralde and associate Diego Serebrinsky.

SCP was advised by Aranguren Law Firm, through partners José M. Aranguren and Pablo Lozada.

On February 20, 2017, the Bank successfully completed the placement and issuance of the Notes Series No.41 for an aggregate of Ps.354,362,000 and of the Notes Series No.42 for an aggregate of Ps.645,638,000. Notes Series No.41 have a maturity of 18 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 2.89% per annum, payable on a quarterly basis. Notes Series No.42 have a maturity of 36 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 3.20% per annum, payable on a quarterly basis.

On January 24, 2017, Tarshop successfully completed the placement and issuance of the Notes Series No. 7 for a total amount of AR$229,000,000 and of the Notes series No. 8 for a total amount of AR$53,237,500. Series No. 7 have a maturity of 18 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 4.00% per annum, payable on a quarterly basis. The minimum interest rate applicable to the first interest payment dates will be 24.50% nominal per annum. Series No. 8 have a maturity of 30 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 4.69% per annum, payable on a quarterly basis. The minimum interest rate applicable to the two first interest payment dates will be 24.50% nominal per annum.

On November 7, 2016, the Bank successfully completed the placement and issuance of the Notes Series No.10 for an aggregate of Ps.91,000,000 and the Note Series No.11 for an aggregate of Ps.201,000,000. Notes Series No.10 have a maturity of 18 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 3,75% per annum, payable on a quarterly basis. Notes Series No.11 have a maturity of 36 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 4% per annum, payable on a quarterly basis.

On November 4, 2016, Tarshop successfully completed the placement and issuance of the Notes Series No. 4 for a total amount of AR$213,031,426 and of the Notes series No. 5 for a total amount of AR$77,818,181. Series No. 4 have a maturity of 18 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 4% per annum, payable on a quarterly basis. The minimum interest rate applicable to the first interest payment dates will be 26.75% nominal per annum. Series No. 5 have a maturity of 30 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 4.25% per annum, payable on a quarterly basis. The minimum interest rate applicable to the two first interest payment dates will be 26.75% nominal per annum.

On October 12, 2016, the Bank successfully completed the placement and issuance of the Series No.40 Notes in an aggregate amount of Ps.6,078,320,000. The Series No.40 Notes due 2020 and were issued at a price of 100% of face value. The Series No.40 Notes will bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 2.500% per annum, payable on a quarterly basis.

On September 7, 2016, Tarshop successfully completed the placement and issuance of the Notes Series No. 1 for a total amount of AR$204,033,333 and of the Notes series No. 2 for a total amount of AR$67.360.000. Series No. 1 have a maturity of 18 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 4.48% per annum, payable on a quarterly basis. The minimum interest rate applicable to the first interest payment dates will be 28.50% nominal per annum. Series No. 2 have a maturity of 30 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 4.99% per annum, payable on a quarterly basis. The minimum interest rate applicable to the two first interest payment dates will be 27.50% nominal per annum.

On September 1, 2016, the Company successfully completed the placement of the Notes in an aggregate principal amount of US$ 210.242.789. The Series No. 7 Notes were issued to investors at a price of 100% of the aggregate principal amount thereof and will bear an interest rate of 7.000%, payable on a semiannual basis. The Series No. 8 Notes were issued to investors at a price of 100% of the aggregate principal amount thereof and will bear an interest rate of Badlar Floating Rate + 2.990%, payable on a semiannual basis. The Notes will mature on September 9, 2019.

On August 18, 2016, the Bank successfully completed the placement and issuance of the Notes Series No.38 for an aggregate of Ps.145,200,000 and of the Notes Series No.39 for an aggregate of Ps.343,241,000. Notes Series No.38 have a maturity of 18 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 3% per annum, payable on a quarterly basis. Notes Series No.39 have a maturity of 36 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 3.49% per annum, payable on a quarterly basis.

On July 22, 2016, the Bank successfully completed the placement and issuance of the Notes Series No.9 for an aggregate of Ps.249,500,000. Notes Series No.9 have a maturity of 24 months from its issue date and bear an interest rate of the Private Badlar Rate (Tasa Badlar Privada) plus 3,45% per annum, payable on a quarterly basis. The minimum interest rate applicable to the first interest payment date will be 30% nominal per annum.