SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN ISSUER
PURSUANT
TO RULE 13a-16 OR 15b-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of September, 2024
IRSA
Inversiones y Representaciones Sociedad
Anónima
(Exact name of Registrant as specified in its charter)
IRSA
Investments and Representations Inc.
(Translation of registrant´s name into English)
Republic
of Argentina
(Jurisdiction of incorporation or organization)
Carlos Della Paolera
261
(C1001ADA)
Buenos
Aires, Argentina
(Address of principal
executive offices)
Form 20-F ⌧ Form
40-F ☐
Indicate by
check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes ☐ No
x
IRSA
INVERSIONES Y REPRESENTACIONES SOCIEDAD
ANÓNIMA
(THE
“COMPANY”)
REPORT
ON FORM 6-K
By letter dated
September 2, 2024, the Company reported that in compliance with
Section 62 of the Regulations issued by the Buenos Aires Stock
Exchange, this is to report the following information:
|
1. Profit of the fiscal year
|
in million of ARS
|
|
|
|
06/30/2024
|
06/30/2023
|
|
Results of the fiscal year
|
(23,054)
|
215,837
|
| Attributable to: |
|
|
|
Shareholders
of the controlling company
|
(18,377)
|
213,076
|
|
Non-controlling
interest
|
(4,677)
|
2,761
|
|
|
|
|
|
2. Other comprehensive income for the fiscal
year
|
in million of ARS
|
|
|
|
06/30/2024
|
06/30/2023
|
|
Other comprehensive income for the fiscal year
|
(3,816)
|
(4,776)
|
|
Attributable to:
|
|
|
|
Shareholders
of the controlling company
|
(3,617)
|
(4,860)
|
|
Non-controlling
interest
|
(199)
|
84
|
|
|
|
|
|
3. Total comprehensive income for fiscal year
|
in million of ARS
|
|
|
|
06/30/2024
|
06/30/2023
|
|
Total comprehensive for fiscal year
|
(26,870)
|
211,061
|
|
Attributable to:
|
|
|
|
Shareholders of the controlling
company
|
(21,994)
|
208,216
|
|
Non-controlling
interest
|
(4,876)
|
2,845
|
|
|
|
|
|
4. Equity details
|
in million of ARS
|
|
|
|
06/30/2024
|
06/30/2023
|
|
Share
Capital
|
7,181
|
799
|
|
Shares
to be issue
|
-
|
6,553
|
|
Treasury
shares
|
234
|
12
|
|
Comprehensive
adjustment of capital stock and of treasury shares
|
326,271
|
326,263
|
|
Warrants
|
22,101
|
23,281
|
|
Share
Premium
|
478,387
|
475,634
|
|
Premium
for trading of treasury shares
|
(10,306)
|
1,865
|
|
Legal
Reserve
|
47,939
|
37,285
|
|
Special
Reserve (Resolution CNV 609/12)
|
185,471
|
185,471
|
|
Cost
of treasury share
|
(26,884)
|
(12,347)
|
|
Reserve
for future dividends
|
72,957
|
33,382
|
|
Reserve
for conversion
|
(2,915)
|
702
|
|
Special
Reserve
|
58,076
|
115,593
|
|
Other
reserves
|
(93,667)
|
(93,619)
|
|
Retained
earnings
|
13,800
|
244,256
|
|
Shareholders’ Equity attributable to controlling
company’s shareholders
|
1,078,645
|
1,345,130
|
|
Non-controlling
interest
|
73,792
|
82,965
|
|
Total shareholder's equity
|
1,152,437
|
1,428,095
|
Pursuant
to Article 62 paragraph l) sections 6) and 8) of the mentioned
Regulation, we inform that at the closing date of the financial
statements, the share capital of the Company is ARS 7,414,591,620
(including treasury shares) represented by 741,459,162 registered
non-endorsable common shares, with a nominal value of ARS 10 each
and entitled to one vote per share which are duly registered aso fo
the date hereof. The total number of outstanding shares is
718,057,046.
The Company's market capitalization as of June 30, 2024 was
approximately USD 664 million (74,145,916 GDS with a price per GDS
of USD 8.96).
The
main shareholder of the Company is Cresud S.A.C.I.F. y A. (Cresud)
with 397,831,498 shares directly and indirectly (through Helmir
S.A.), which represents 55.4% of the share capital (net of treasury
shares). Cresud is a company incorporated and registered with the
General Inspection of Justice domiciled at Carlos Della Paolera
261, 9th floor, Autonomous City of Buenos Aires,
Argentina.
We
also inform that as of June 30, 2024, subtracting the direct and
indirect ownership of Cresud and the treasury shares, the remaining
shareholders held the amount of 320,225,918 common shares, with a
nominal value of ARS 10 each and one vote per share from the
Company that represents 44.6% of the issued share
capital.
It
should be considered that in May 2021 the company increased its
share capital by 80 million shares. For each subscribed share, each
shareholder received at no additional cost 1 warrant, that is, 80
million warrants were issued. Additionally, as
a result of the cash dividend payment made on May 9, 2024, certain
terms and conditions of the outstanding options to subscribe for
common shares were modified, with the current conversion ratio
being 1.3070 common shares of nominal value ARS 10 per exercised
option and the current exercise price being USD 0.3307 per share of
nominal value ARS 10. The options expire on May 12, 2026 and are
listed on the Buenos Aires Stock Exchange under the symbol
“IRS2W” and on the NYSE under the symbol
“IRSWS”. As of today, the number of outstanding
warrants is 75,668,184.
In
the case that all warrants were converted, the number of shares
issued and subscribed would increase to 840,357,478
(considering the
current conversion ratio of 1.3070 shares of nominal value ARS 10
per option). We
also inform that if Cresud, through its subsidiary Helmir S.A.,
were to exercise its warrants like the rest of the shareholders,
its stake would increase by 64,885,526 ordinary shares, which would
mean a 56.6% stake on the share capital (net of treasury shares),
it corresponds to 462,717,024 ordinary shares.
Among the news of the period ended on June 30, 2024, and
subsequent, the following can be highlighted:
●
The rental adjusted
EBITDA reached ARS 171,772 million, 8.8% higher than in 2023,
driven by the Shopping Centers and Hotels segments.
●
The net result for fiscal year 2024 recorded a loss of ARS 23,054
million due mainly to the negative result due to changes in the
fair value of investment properties.
●
Real tenant sales
in Shopping Centers fell 4.5% in fiscal year 2024 compared to 2023
due to a first semester of growth and a second semester of
contraction in economic activity. Occupancy remained high at
97.4%.
●
During the year we
sold 3 floors of the “261 Della Paolera” building, the
Suipacha 652/64 building, our 50% stake in Quality Invest S.A,
owner of the San Martín property, and we bartered the Ezpeleta
property in the district of Quilmes, Buenos Aires province. On the
other hand, we signed a management trust contract at cost for the
residential development of the “Del Plata” building,
located in the heart of downtown Buenos Aires.
●
Subsequently, we
acquired a property next to Alto Avellaneda shopping mall, with a
built area of 32,660 sqm and potential for future
expansion, and we launched an ambitious plan to develop residential
projects in Argentina, among which Ramblas del Plata in Puerto
Madero Sur stands out, formerly known as Costa Urbana.
●
We distributed
dividends twice during the fiscal year for a total amount of ARS
119,000 million and repurchased our own shares to date for
approximately 4.0% of the share capital, having invested ARS 29,674
million.
SIGNATURES
Pursuant to the
requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of
Buenos Aires, Argentina.
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IRSA
Inversiones y Representaciones Sociedad
Anónima
|
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By:
|
/S/ Saúl
Zang
|
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Name:
Saúl Zang
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Title:
Responsible for the Relationship with the Markets
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Dated: September 2,
2024