Key Benefits:
VISTO file No. 020-000488/98 of the Register of the MINISTERY of ECONOMY AND PUBLIC SERVICES, and
CONSIDERING:
That in these actions, YOMA SOCIEDAD ANONIMA as head of the so-called "Yoma Group", has raised the serious economic difficulties that it has faced in recent years, which translate into the accumulation of a liability that exceeds its possibilities of payment and endangers the continuity of its operation, with the consequent negative impact on the economy of the province of La Rioja.
In order to give a definitive solution to the problem, he requested, through a note of 16 April 1998, the capitalization of the aggressions of the agencies of the National State.
In order to achieve the objectives of capitalization, it is necessary for the remaining creditors of the society to capitalize their credits in proportion and conditions equivalent to that of the NATIONAL STATE, not by directing that requirement for the labour credits and those of the ordinary operator of the company of cause or title after 31 March 1998.
That while the applicant falls under the conditions laid down by Decree No. 1164/93 (t. 1994), the decision of the NATIONAL EXECUTIVE PODER to proceed to the sale of the right of preferential subscription simultaneously with the occurrence of capitalization requires the dictation of a specific instrument.
It also integrates the purposes of the applicable policy framework, prioritizing policies aimed at maintaining productive activities and demanding compliance by the companies with their obligations to those agencies of the NATIONAL STATE that are creditors of the companies of the Yoma Group.
That it is also convenient to ensure the change in the conduct and administration of society and the simultaneous disposing of the preferential subscription right in favor of the NATIONAL STATE through the capitalization of its credits.
That the General Directorate of Humanitarian Affairs of the MINISTERY OF ECONOMY AND ARTWS AND SERVICES PUBLICOS has taken the intervention that belongs to him.
That the present is given in the use of the powers conferred by Article 111 of Law No. 11.683 (t. 1978) and its amendments, and Article 99(1) of the National Constitution.
Therefore,
THE PRESIDENT OF THE ARGENTINA NATION
RIGHT:
Article 1-Commend the MINISTERY OF ECONOMY AND ARTWORKS AND SERVICES PUBLICS the realization of all the actions necessary to achieve total or partial capitalization, with effect as at 31 March 1998, of the NATIONAL STATE credits with respect to the ANONIMA SOCIEDAD YOMA society and its controlled societies THE ANONIMA CORDIAL SOCIEDAD AND ANONIMA, within the framework of this Decree and in accordance with the provisions of Decree No. 1164/93 (t. 1994).The provisions of the NATIONAL STATE to be capitalized are the BANCO OF ARGENTINA NATIONAL AND the IMPOSITIVE GENERAL DIRECTION dependent on the FEDERAL ADMINISTRATION OF PUBLIC INCOMES, an auto-archic entity of the MINISTERY OF ECONOMY AND PUBLIC SERVICES.
Art. 2°-The aggressions referred to in the preceding article shall be determined as at 31 March 1998 and their capitalization shall be carried out in the following proportions:(a) THE CIEN FOR SCIENTY (100%) of the MEDIUM-TERM TITLES co-emitted by YOMA ANONIMA SOCIEDAD, ANONIMA SCIETY CORD and RIOJANOS SOCIEDAD ANONIMA.
(b) SETENTA AND CINCO FOR SCIENTY (75 per cent) of the remaining credits that have a guarantee of clothing, applying that percentage to the portion covered by the guarantee in question. The portion of the non-covered receivable shall be capitalized under subparagraph (c) of this article.
(c) The CIEN FOR SCIENTI (100 per cent) of the remaining receivables without guarantees.
This capitalization will include the interests or other credit accessories in the head of the same holder, in the proportional part to its capitalization to the indicated date and will have no effect on the non-capitalized remnant.
It is exempted from capitalization to those secured credits with cessions of emerging rights of the Industrial Promotion Regime, in the proportion covered by the guarantee in question. The credit portion not covered by the aforementioned guarantee shall be capitalized in the terms of subparagraphs (b) or (c) of this article, as appropriate.
Art. 3°-Capitalization will occur if and only if, within the time limit of CIENTO VEINTE (120) corrected days, counted from the date of publication of the present, the following conditions are met:(a) Valid decision of the Assemblies of Shareholders and of the Boards of ANONIMA SOCIEDAD, ANONIMA CORDIAL SOCIEDAD and RIOJANOS SOCIEDAD ANONIMA, respectively, for the following points:
I) Full acceptance of the terms and conditions of this decree, as well as of Decree No. 1164/93 (t. 1994).
II) Approval of the respective Balances of the irregular period closed as at 31 March 1998, prepared in accordance with the regulations in force and audited by a firm of independent public auditors, of recognized prestige in the ARGENTINA REPUBLIC, to the satisfaction of the MINISTERY of ECONOMY and ARTWORKS and PUBLIC SERVICES, the expenses involved in the intervention of the audit in the exclusive charge of the companies
III) If necessary, a reduction in the Social Capital as appropriate, of which a capital equivalent to the Neto Heritage should emerge from the respective Balances as at 31 March 1998, deducted the credits or rights referred to in paragraph V.
IV) Increasing the Social Capital of each of the Societies mentioned in paragraph II) in compliance with the legal requirements and formalities, for the purpose of specifying the capitalization to be carried out by the public and private sectors, granting an irrevocable option of preferential subscription to the creditors for the period necessary to complete the various acts provided for by this decree.
V) Relinquish the rights and actions of any kind of society against the NATIONAL STATE and its agencies.
(b) That the remaining creditors of the societies, together, make the irrevocable capitalization of their credits, in proportion and conditions equivalent to those made by the entities of the NATIONAL STATE. This requirement shall not apply to labour credits and those of the current case or title operator after 31 March 1998.
(c) That none of the Societies YOMA SOCIEDAD ANONIMA, THE CORDIAL SOCIEDAD ANONIMA and CURTIDOS RIOJANOS SOCIEDAD ANONIMA is declared bankrupt.
(d) That there is a firm offer of purchase of at least the CINCUENTA AND ONE BY CIENTO (51%) of the Social Capital of the aforementioned Societies, respectively, to the satisfaction of the MINISTERY OF ECONOMY AND ARTWORKS and PUBLIC SERVICES.
Art. 4°-It is a condition for the capitalization of the credits established in the preceding articles that the current holders of the actions both of YOMA SOCIEDAD ANONIMA and of their controlled societies, sell the whole of the actions of which they become holders once the procedure referred to in paragraph IV of subparagraph (a) of Article 3rd, simultaneously with the sale of the right of preferential subscription by the NATIONAL STATE to which to this article. Art. 5°-Until capitalization occurs within the time frames and conditions of Article 3, the agencies that hold the receivables referred to in Article 1 shall suspend any action or claim in respect of their receivables, in order to allow capitalization, without prejudice to the realization of all such formal acts or notifications that are essential for the maintenance of the receivables, the eligible obligations for capitalization that expire during that cancelled period are not considered to be incomplete. Art. 6°-In the event that the conditions set forth in Article 3 are not met within the time limit set by Article 3, or that any of the companies is declared bankrupt, the NATIONAL STATE credits shall be computed in full with more all its accessories, in accordance with the rules in force, and the effect provided for in the last part of the previous Article shall not be produced, by the creditors having to exercise the appropriate actions for the recovery of their credits. Art. 7°-During the period leading to the effective capitalization of public sector credits, managers and administrators of the Yoma Group companies shall:(a) To maintain or improve the solvency of society, refraining from carrying out actions that might violate it.
(b) Facilitate access to corporate information to potential buyers.
Art. 8°-In the event that, through capitalization, the agencies of the NATIONAL STATE as a whole do not reach the CINCUENTA AND ONE BY SCIENTA (51%) of the Social Capital, the applicant must accompany the irrevocable commitment of other shareholders or creditors entitled to capitalization, which allows the transfer of the rights necessary to achieve at least that percentage, under the same conditions provided for the rights of the NATIONAL STATE in the Article. Art. 9°-Obtaining the right of preferential subscription for the capitalization of the receivables, provided for in Article 3 (a) subsection IV, shall be disposed of and transferred simultaneously with the realization of the capitalization of the receivables of the agencies belonging to the NATIONAL STATE.This disposal will be carried out through the sale of the above-mentioned preferential subscription right, through the procedure of National and International Public Litigation.
Art. 10.-La General SINDICATURA OF NATION, you must take the intervention that legally belongs to you regarding the National and International Public Licitation without a basis, mentioned in the preceding article. Art. 11.-The provisions of Decree No. 585 of 22 April 1994 and Decree No. 1164/93 (t. 1994) shall be supplemented in all that is not expressly provided for in this Decree. Art. 12.-MINISTERY OF ECONOMY AND ARTWORKS AND SERVICES PUBLICOS is empowered to provide additional measures, to hire the technical and legal services required and to perform all acts necessary for the implementation of this decree.To this end, the Ministry shall have the powers agreed upon by Decree No. 588 of 1 April 1993.
Art. 13.-The PROVINCIA OF GOOD AIRES and the AUTONOMA OF GOOD AIRES are invited to adhere to this decree. Art. 14.-Contact, post, give to the National Directorate of the Official Register and archívese.-MENEM.-Jorge A. Rodríguez.-Roque B. Fernández.