Bond Transenergética S.A. 9.75% ( USP3058XAK11 ) in USD

Issuer Transenergética S.A.
Market price 100 %  ▲ 
Country  Argentina
ISIN code  USP3058XAK11 ( in USD )
Interest rate 9.75% per year ( payment 2 times a year)
Maturity 14/08/2021 - Bond has expired



Prospectus brochure of the bond Compañía de Transporte de Energía Eléctrica en Alta Tension Transener S.A USP3058XAK11 in USD 9.75%, expired


Minimal amount 2 000 USD
Total amount 100 000 000 USD
Cusip P3058XAK1
Standard & Poor's ( S&P ) rating CCC+ ( Substantial risks )
Moody's rating N/A
Detailed description Transener S.A. is an Argentine company engaged in the high-voltage electric power transmission business.

The Bond issued by Transenergética S.A. ( Argentina ) , in USD, with the ISIN code USP3058XAK11, pays a coupon of 9.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/08/2021
The Bond issued by Transenergética S.A. ( Argentina ) , in USD, with the ISIN code USP3058XAK11, was rated CCC+ ( Substantial risks ) by Standard & Poor's ( S&P ) credit rating agency.







US$53,100,000
Compañía de Transporte de Energía Eléctrica en Alta Tensión TRANSENER S.A.
9.75% Senior Notes Series 2 due 2021
We are offering US$53,100,000 aggregate principal amount of our 9.75% senior notes due 2021 (the
"Notes"). Interest on the Notes will accrue at a rate of 9.75% per year from August 2, 2011, and will be payable
semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2012. The Notes
will mature on August 15, 2021. The Notes will not be redeemable prior to maturity except as provided herein. We
will pay principal and interest on the Notes in US dollars without reduction by amounts we may be required to
withhold or deduct for Argentine withholding taxes, subject to certain limitations. Under certain circumstances,
holders of the Notes will have the right to require us to repurchase the Notes. We may redeem the Notes, at our
option, in whole but not in part, at any time on or after July 29, 2016, and prior to maturity, as set forth herein.
The Notes will constitute our direct, unconditional, unsecured and unsubordinated obligations and will rank
at all times pari passu in right of payment with all our other existing and future unsecured and unsubordinated
obligations (other than obligations preferred by statute or by operation of law). The Notes will be effectively
subordinated to any of our secured obligations to the extent of the value of the assets securing such obligations. The
Notes will be structurally subordinated to the obligations of our subsidiaries. The Notes will be issued only in
minimum denominations of US$2,000 and any integral multiples of US$1,000.
We have applied to have the Notes listed on the Official List of the Luxembourg Stock Exchange and
admitted for trading on the Euro MTF market (the "Euro MTF") of the Luxembourg Stock Exchange. We have also
applied to have the Notes listed on the Buenos Aires Stock Exchange (Bolsa de Comercio de Buenos Aires or
"BCBA"). We expect that the Notes will be eligible for trading on the Open Electronic Market (Mercado Abierto
Electrónico S.A. or the "MAE"). This offering memorandum can only be used for the purposes for which it was
published. This offering memorandum constitutes a prospectus for the purposes of the Luxembourg law dated July
10, 2005, on prospectuses for securities.
Investing in the Notes involves a high degree of risk. For a discussion of certain risks you should consider in
connection with your investment in the Notes, see "Risk Factors" beginning on page 18.
_________________________
Issue Price: 95.405% plus accrued interest, if any, from August 2, 2011.
_________________________
The Notes will not be convertible into shares and will qualify as negotiable obligations (obligaciones
negociables no convertibles en acciones) under Argentine Law No. 23,576, as amended by Argentine Law No.
23,962 (the "Negotiable Obligations Law") and Joint Resolutions Nos. 470-1738/2004, 500-2222/2007 and 521-
2352/2007, as amended (together, the "Joint Resolutions"), issued by the Argentine securities commission
(Comisión Nacional de Valores or the "CNV") and the Argentine tax authority (Administración Federal de Ingresos
Públicos or the "AFIP") and will be entitled to the benefits set forth in, and subject to the procedural requirements
of, such law, resolution and Argentine Decree No. 677/01 (the "Transparency Decree").
The offering of the Notes has been authorized by the CNV pursuant to Resolution No. 15,523, dated
November 30, 2006. The CNV authorization means only that the information contained in the Argentine Prospectus
(as defined below) complies with the requirements of the CNV. The CNV has not rendered and will not render any
opinion with respect to the accuracy of the information contained in this offering memorandum or the Argentine
Prospectus. Transener's board of directors approved the issuance of the Notes at its meeting held on July 8, 2011.
The Notes have not been registered under the US Securities Act of 1933, as amended (the "Securities Act").
The Notes may not be offered or sold within the United States or to US persons, except to qualified institutional
buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain
non-US persons in offshore transactions in reliance on Regulation S under the Securities Act. Prospective
purchasers that are qualified institutional buyers are hereby notified that the seller may be relying on the exemption
from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain
restrictions on transfers of the Notes, see "Plan of Distribution" and "Transfer Restrictions; Notice to Investors."


Any offer or sale of Notes in any member state of the European Economic Area (the "EEA") that has
implemented Directive 2003/71/EC (the "Prospectus Directive") must be addressed to qualified investors (as defined
in the Prospectus Directive).
The Notes in book-entry form were delivered through the Depository Trust Company and its direct and
indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on August 2,
2011.
_________________________
Joint Book-Running Managers and Joint Lead Managers
Citi
Deutsche Bank Securities
The date of this offering memorandum is August 4, 2011.


TABLE OF CONTENTS
Page
GENERAL INFORMATION................................................................................................................................. i
NOTICE TO NEW HAMPSHIRE RESIDENTS.................................................................................................. iii
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA ..................................... iii
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM ........................................................ iii
NOTICE TO PROSPECTIVE INVESTORS IN AUSTRALIA............................................................................. iv
AVAILABLE INFORMATION.............................................................................................................................v
FORWARD-LOOKING STATEMENTS............................................................................................................. vi
ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS............................................................ viii
PRESENTATION OF FINANCIAL INFORMATION......................................................................................... ix
RATINGS .......................................................................................................................................................... xii
SUMMARY ......................................................................................................................................................... 1
THE OFFERING.................................................................................................................................................. 6
SUMMARY FINANCIAL AND OPERATING DATA........................................................................................12
RISK FACTORS .................................................................................................................................................18
USE OF PROCEEDS ..........................................................................................................................................38
EXCHANGE RATES..........................................................................................................................................39
CAPITALIZATION ............................................................................................................................................46
SELECTED FINANCIAL AND OPERATING DATA ........................................................................................47
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ....................................................................................................................................................53
ARGENTINE ELECTRICITY INDUSTRY AND REGULATORY FRAMEWORK ...........................................73
BUSINESS..........................................................................................................................................................86
DESCRIPTION OF OUR BYLAWS .................................................................................................................116
MANAGEMENT ..............................................................................................................................................121
PRINCIPAL SHAREHOLDERS .......................................................................................................................130
RELATED PARTY TRANSACTIONS .............................................................................................................133
DESCRIPTION OF THE NOTES......................................................................................................................135
TRANSFER RESTRICTIONS; NOTICE TO INVESTORS...............................................................................188
US TAXATION ................................................................................................................................................191
ARGENTINE TAXATION ...............................................................................................................................195
CERTAIN ERISA CONSIDERATIONS............................................................................................................202
PLAN OF DISTRIBUTION...............................................................................................................................203
LEGAL MATTERS...........................................................................................................................................211
INDEPENDENT ACCOUNTANTS ..................................................................................................................211
LISTING AND GENERAL INFORMATION....................................................................................................212


TABLE OF CONTENTS
(continued)
Page
ANNEX 1--SUMMARY OF CERTAIN SIGNIFICANT DIFFERENCES BETWEEN ARGENTINE GAAP
AND IFRS ........................................................................................................................................................213
INDEX TO FINANCIAL STATEMENTS......................................................................................................... F-1


GENERAL INFORMATION
This offering memorandum is intended solely for distribution and use outside of Argentina, and is being
distributed or used by us and the Initial Purchasers (as defined below) solely outside of Argentina. In Argentina, the
Notes are being offered to the public solely pursuant to a Spanish-language Argentine Prospectus dated July 5, 2011,
a pricing supplement dated July 8, 2011, and an Argentine final terms notice (those three documents together, the
"Argentine Prospectus"). This offering memorandum contains substantially the same information that is included in
the Argentine Prospectus other than with respect to the description of US security and tax laws that are relevant to
the Notes.
The program under which this issue of Notes is made was approved at our shareholders' meeting dated
November 15, 2006, and its terms and conditions were set out by a resolution of our board of directors dated
November 17, 2006. The extension of the expiration date of the program for a period of five years was approved at
our shareholders' meeting dated April 13, 2011. Our board of directors approved this issuance of the Notes at its
meeting held on July 8, 2011. With respect to the Notes represented by the Rule 144A Global Note (as defined
herein), the CUSIP number is 20445RAB7 and the International Securities Identification Number ("ISIN") is
US20445RAB78. With respect to the Notes represented by the Regulation S Global Note (as defined herein), the
CUSIP number is P3058XAK1 and the ISIN is USP3058XAK11.
This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any
Notes offered by this offering memorandum by any person in any jurisdiction in which it is unlawful for that person
to make an offer or solicitation. The delivery of this offering memorandum will not under any circumstances imply
that there has been no change in our affairs or that the information set forth in this offering memorandum is correct
as of any date subsequent to the date of this offering memorandum.
We have prepared this offering memorandum solely for use in connection with the offer of the Notes and
take responsibility for its contents. No other person is responsible for its contents. We have furnished the
information (including information from other sources we believe to be reliable) contained in this offering
memorandum. Nothing contained in this offering memorandum is or shall be relied upon as a promise or
representation, whether as to the past or the future, and the opinions and intentions expressed in this offering
memorandum with regard to us are honestly held, and have been reached after considering all relevant
circumstances and are based on reasonable assumptions, and all reasonable inquiries have been made by us to
ascertain such facts and to verify the accuracy of all such information and statements. We accept responsibility
accordingly.
This offering memorandum has been prepared on the basis that all offers of the Notes will be made
pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the
requirement to produce a prospectus for offers of notes. Accordingly any person making or intending to make any
offer within the EEA of notes that are the subject of the offering contemplated in this offering memorandum should
only do so in circumstances in which no obligation arises for Transener or any of the Initial Purchasers to produce a
prospectus for such offer. Neither Transener nor the Initial Purchasers have authorized, nor do they authorize, the
making of any offer of Notes through any financial intermediary, other than offers made by the Initial Purchasers
which constitute the final offer of the Notes contemplated in this offering memorandum.
Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. (together, the "Initial Purchasers") are not
making any representation or warranty as to the accuracy or completeness of the information contained in this
offering memorandum. Nothing contained in this offering memorandum is, or shall be relied upon as, a promise or
representation by the Initial Purchasers as to the past, the present or future. The Initial Purchasers assume no
responsibility for the accuracy or completeness of such information. Prospective purchasers should not assume that
the information contained in this offering memorandum is accurate as of any date other than the date on the front
cover of this offering memorandum.
You acknowledge that (1) you have been afforded an opportunity to request from us, and to review, all
additional information considered by you to be necessary to verify the accuracy of, or to supplement, the
information contained in this offering memorandum, (2) you have not relied on us, the Initial Purchasers or any
person affiliated with us or the Initial Purchasers in connection with your investigation of the accuracy of the
information or your investment decision, and (3) no person has been authorized to give any information or to make
i


any representation concerning us or the Notes other than as contained in this offering memorandum. If given or
made, that other information or representation should not be relied upon as having been authorized by us or the
Initial Purchasers.
In making an investment decision, you must rely on your own examination of our business and the terms of
the offering, including the merits and risks involved. The Notes have not been recommended by any federal or state
securities commission or regulatory authority. Furthermore these authorities have not confirmed the accuracy or
determined the adequacy of this offering memorandum. Any representation to the contrary is unlawful.
NEITHER THE US SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), NOR ANY STATE
SECURITIES COMMISSION NOR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES
HAS APPROVED OR DISAPPROVED THE NOTES NOR HAS ANY OF THE FOREGOING AUTHORITIES
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE NOTES WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY STATE
SECURITIES LAWS IN THE UNITED STATES. THEREFORE, THE NOTES MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US
PERSON UNLESS THE OFFER OR SALE WOULD QUALIFY FOR A REGISTRATION EXEMPTION FROM
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY, THE NOTES
ARE BEING OFFERED AND SOLD IN THE UNITED STATES ONLY TO QUALIFIED INSTITUTIONAL
BUYERS ("QIBS") IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT AND OUTSIDE
THE UNITED STATES TO NON-US PERSONS IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT. PROSPECTIVE PURCHASERS OF THE NOTES IN THE UNITED STATES THAT ARE
QIBS ARE HEREBY NOTIFIED THAT TRANSENER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A.
You must (i) comply with all applicable laws and regulations in force in any jurisdiction in connection with
the possession or distribution of this offering memorandum and the purchase, offer or sale of the Notes and (ii)
obtain any consent, approval or permission required to be obtained by you for the purchase, offer or sale by you of
the Notes under the laws and regulations applicable to you in force in any jurisdiction to which you are subject or in
which you make such purchases, offers or sales. Neither we, the Initial Purchasers nor any of our or their respective
legal representatives shall have any responsibility therefor.
The Notes may not be transferred or resold except as permitted under the Securities Act and applicable
state securities laws. See "Plan of Distribution" and "Transfer Restrictions; Notice to Investors" for a description of
the restrictions on transfer of the Notes. You should be aware that you may be required to bear the financial risks of
this investment for an indefinite period of time. See "Risk Factors" for a description of specified factors relating to
an investment in the Notes. Neither we, the Initial Purchasers, nor any of our or their respective affiliates or legal
representatives is making any representation to you regarding the legality of an investment by you under appropriate
legal investment or similar laws. You should consult with your own advisors as to legal, tax, business, financial and
related aspects of a purchase of the Notes.
In making your investment decision in respect of the Notes you must consider, if applicable, that the
Argentine government (the "Government") has issued Decree No. 260/2002 establishing a local foreign exchange
market system applicable to all transactions involving foreign currency exchanges taking place on or after February
11, 2002. Additionally, the Government, through Decree No. 616/2005, communications of the Argentine Central
Bank (Banco Central de la República Argentina or the "Central Bank") and implementing rules, has regulated the
applicable regime for remittance of foreign currencies and entry into the Argentine exchange market and any
financing transaction carried out by any Argentine resident which may require a future payment in foreign currency
to a non-resident of Argentina. See "Exchange Rates--Exchange Controls."
References herein to "we," "us," "our," "Transener" "the issuer" and the "Company" mean Compañía de
Transporte de Energía Eléctrica en Alta Tensión Transener S.A. and its consolidated subsidiary Empresa de
Transporte de Energía Eléctrica por Distribución Troncal de la Provincia de Buenos Aires Transba S.A.
("Transba," and together with Transener, "Transener"), unless the context otherwise requires.
ii


The Notes must not be offered or sold, directly or indirectly, to the public in the Grand Duchy of
Luxembourg.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE UNIFORM
SECURITIES ACT (RSA 421-B) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT
FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH
FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY
OF A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY
UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO,
ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA
This offering memorandum has not been approved as a prospectus by any competent authority within the
EEA, and accordingly any offer to the public of the Notes pursuant to the exchange offer in any member state of the
European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") may
only be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member
State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, any prospective investor
who is located in a Relevant Member State may only participate in this offering to the extent it is a "qualified
investor" as defined in the Prospectus Directive (provided that no such offer of Notes shall require us or the Initial
Purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive).
For the purposes of this provision, the expression an offer of Notes to the public in relation to any Notes in
any Relevant Member State means the communication in any form and by any means of sufficient information on
the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the
Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in
that Member State, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto,
including the 2010 Prospectus Directive Amending Directive, to the extent implemented in the Relevant Member
State), and includes any relevant implementing measure in the Relevant Member State and the expression 2010
Prospectus Directive Amending Directive means Directive 2010/73/EU.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
The communication of the offering memorandum and any other documents or materials relating to the
offering is not being made and such documents and/or materials have not been approved by an authorized person for
the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is only being to those persons within
the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of
the Financial Services and Markets Act 2000 (the "FSMA") (Financial Promotion) Order 2005 (the "Order")), or to
persons to whom Article 43(2) of the Order applies, or to any other persons to whom it may otherwise lawfully be
communicated in accordance with the Order.
iii


NOTICE TO PROSPECTIVE INVESTORS IN AUSTRALIA
Offers of the Notes under this offering memorandum to investors in Australia are only made to those
investors who are either:
·
"sophisticated investors" under section 708(8) of the Corporations Act 2001 (Cth) (the "Australian
Corporations Act"); or
·
"professional investors" under section 708(11) of the Australian Corporations Act, and
who are also "wholesale clients" under section 761G of the Australian Corporations Act.
In addition, no person may distribute or publish this offering memorandum or any other offering material
relating to the Notes in Australia unless the recipient satisfies the above conditions and such action complies with all
applicable laws, regulations and directives (including the financial services licensing requirements of Chapter 7 of
the Australian Corporations Act) and does not require any document to be lodged with the Australian Securities and
Investments Commission ("ASIC"), ASX Limited or any other regulatory body or agency in Australia.
In addition to any restrictions on the offer for re-sale of Notes set out in this offering memorandum, there
may also be legal restrictions on the offer for re-sale of any Notes in Australia for a period of 12 months after their
issue. Because of these restrictions, investors are advised to consult legal counsel prior to making any offer for re-
sale of Notes in Australia.
This offering memorandum does not constitute a disclosure document under Chapter 6D of the Australian
Corporations Act. It is not required to, and does not, contain all the information which would be required in a
disclosure document. The offering memorandum has not been lodged with ASIC. In addition, the persons referred
to in this document may not hold Australian financial services licenses.
This offering memorandum has not been prepared specifically for Australian investors. It:
·
contains references to dollar amounts which are not Australian dollars;
·
may contain financial information which is not prepared in accordance with Australian law or
practices;
·
may not address risks associated with investment in foreign currency denominated investments;
and
·
does not address Australian tax issues.
iv


AVAILABLE INFORMATION
Copies of the offering memorandum and the Argentine Prospectus, as applicable, the indenture between us,
Deutsche Bank Trust Company Americas (the "Trustee,"), Deutsche Bank S.A. and Deutsche Bank Luxembourg
S.A. dated December 15, 2006 (the "Program Indenture"), and the second supplemental indenture between us, the
Trustee (which includes any successor as trustee under the Program Indenture) as Co-Registrar, Paying Agent and
Transfer Agent, Deutsche Bank S.A.-Argentina as Registrar, Paying Agent and Representative of the Trustee in
Argentina, and Deutsche Bank Luxembourg S.A. as Paying Agent and Representative of the Trustee in Luxembourg
dated August 2, 2011 (the "Second Supplemental Indenture"), which supplements, amends and restates the Program
Indenture with respect to the Notes offered hereby, and the other documents referred to in this offering
memorandum, will be available at our offices at Avda. Paseo Colón 728, 6th Floor, Ciudad Autónoma de Buenos
Aires, (C1063ACU), Argentina, and at the offices of the Citicorp Capital Markets S.A. and Deutsche Bank S.A. as
the Argentine Placement Agents, and will be available free of charge in Luxembourg from the Luxembourg Listing,
Paying and Transfer Agent. Copies of the Argentine Prospectus related to the Notes may be obtained on the CNV's
website (www.cnv.gob.ar).
To permit compliance with Rule 144A in connection with resales of Notes that are "restricted securities,"
we will furnish, upon the request of a holder of a note or a prospective purchaser designated by such holder, the
information required to be delivered by Rule 144A(d)(A) under the Securities Act unless, at the time of such
request, we are either a reporting company under Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or are furnishing to the SEC information required by Rule 12g3-2(b) under
the Exchange Act.
The Second Supplemental Indenture further requires that we furnish to the Trustee all notices of meetings
of the holders of Notes and other reports and communications that are generally made available to holders of the
Notes. At our request, the Trustee will be required under the Second Supplemental Indenture to mail these notices,
reports and communications received by it from us to all record holders of the Notes promptly upon receipt.
We will make available to the holders of the Notes, at the corporate trust office of the Trustee at no cost,
copies of the Second Supplemental Indenture as well as this offering memorandum, and our Audited Annual
Financial Statements and Unaudited Interim Financial Statements (each as defined below) in English, which were
prepared in accordance with generally accepted accounting principles in Argentina consistently applied as adopted
by the Professional Council on Economic Sciences of the Autonomous City of Buenos Aires (Consejo Profesional
de Ciencias Económicas de la Ciudad Autónoma de Buenos Aires or "CPCECABA") ("Argentine GAAP") and the
accounting regulations of the CNV.
In making an investment decision, all investors, including any Argentine investors who may acquire Notes
from time to time, must rely on their own review and examination of Transener.
IN CONNECTION WITH THIS OFFERING, DEUTSCHE BANK SECURITIES INC. OR ITS
AFFILIATES (THE "STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE
STABILIZING MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A
VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE
STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER)
WILL UNDERTAKE STABILIZATION ACTIONS. ANY STABILIZATION ACTION MAY BEGIN ON
OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF
THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT MUST
END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE COMPANY RECEIVED
THE PROCEEDS OF THE ISSUE AND 60 CALENDAR DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES. STABILIZATION TRANSACTIONS IN ARGENTINA SHALL BE
PERFORMED IN ACCORDANCE WITH BOOK 6, CHAPTER XXI.7.4, SECTION 30, OF THE CNV'S
REGULATIONS.
v


FORWARD-LOOKING STATEMENTS
This offering memorandum contains certain "forward-looking statements" within the meaning of Section
21E of the Exchange Act. This offering memorandum contains certain information that is forward-looking,
including but not limited to:
·
our expectations for future changes in our tariffs pursuant to the Definitive Agreement and the Full
Tariff Review (each as defined below);
·
our expectations for our future performance, revenues, income, earnings per share, capital
expenditures, dividends, liquidity and capital structure; and
·
the impact of inflation and currency volatility on our financial condition and results of operations.
Forward-looking statements may also be identified by words such as "may," "will," "continue" "believe,"
"expect," "anticipate," "project," "intend," "should," "seek," "estimate," "future" or similar expressions. These
statements discuss future expectations, contain projections of results of operations or of financial condition or state
other forward-looking information. Forward-looking statements are subject to various risks and uncertainties.
When considering forward-looking statements, you should keep in mind the factors described in "Risk Factors" and
other cautionary statements in this offering memorandum. These "Risk Factors" and other statements describe
circumstances that could cause results to differ materially from those contained in any forward-looking statement.
The risks and uncertainties include, but are not limited to:
·
uncertainties relating to political and economic conditions in Argentina;
·
inflation and exchange rate risks, including a devaluation of the peso;
·
general political, economic, social, demographic and business conditions in Argentina and
particularly in the geographic market we serve;
·
the global financial crisis and its impact on liquidity and access to capital;
·
the outcome and timing of the Full Tariff Review process (the "Full Tariff Review") we are to
engage in with the Argentine National Electricity Regulatory (Ente Nacional Regulador de la
Electricidad or the "ENRE") and, more generally, uncertainties relating to future Government
approvals to increase or adjust our tariffs and those of our subsidiary;
·
changes in the electricity regulatory framework;
·
the impact of regulatory reform and changes in the regulatory environment in which we operate;
·
the impact of the emergency laws enacted by the Government, which resulted in the amendment of
Law No. 23,928 (the "Convertibility Law") and subsequent related laws and regulations enacted
by the Government;
·
the impact of each of Transener and Transba entering into a definitive agreement with the Unidad
de Renegociación y Análisis de Contratos de Servicios Públicos ("UNIREN") dated as of May 17,
2005 (the "Transener Definitive Agreement" and the "Transba Definitive Agreement,"
respectively, and together, the "Definitive Agreements"), and an instrumental agreement in respect
of the Definitive Agreements with the ENRE and the Secretariat of Energy dated as of December
21, 2010 (the "Instrumental Agreements");
·
restrictions on the ability to exchange pesos into foreign currencies or to transfer funds abroad;
·
the impact of actions taken by third parties, including courts and other governmental authorities;
·
the outcome of certain legal proceedings;
·
the revocation or amendment of our concession by the granting authority;
·
our expectations about the Notes;
vi