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 December, 2021
IRSA
Propiedades Comerciales S.A.
(Exact name of Registrant as specified in its charter)
IRSA
Commercial Properties Inc.
(Translation of registrant´s name into English)
Republic
of Argentina
(Jurisdiction of incorporation or organization)
Carlos Della Paolera 261 9th
Floor
(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
Propiedades Comerciales S.A.
(THE
“COMPANY”)
REPORT
ON FORM 6-K
IRSA
Propiedades Comerciales S.A.
(THE
“COMPANY”)
REPORT
ON FORM 6-K
Attached is the
English translation of the letter dated December 23, 2021, filed by
the Company with the Bolsa de
Comercio de Buenos Aires and the Comisión Nacional de
Valores.
ITEM ONE: APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE
MEETING’S MINUTES.
The
meeting approved by majority the appointment of the representatives
of shareholders ANSES FGS e IRSA Inversiones y Representaciones
Sociedad Anónima (IRSA) to approve and sign the minutes of the
Shareholders’ Meeting, jointly with the
Chairman.
ITEM TWO: CONSIDERATION OF MERGER BETWEEN IRSA INVERSIONES Y
REPRESENTACIONES SOCIEDAD ANÓNIMA (“IRSA”), AS
MERGING COMPANY, AND IRSA PROPIEDADES COMERCIALES S.A. (“IRSA
PC”), AS MERGED COMPANY, PURSUANT TO THE PROVISIONS OF
SECTIONS 82 ET SEQ. OF THE GENERAL COMPANIES LAW AND SECTIONS 80 ET
SEQ. OF THE INCOME TAX LAW No. 20,628. CONSIDERATION OF SPECIAL
MERGER FINANCIAL STATEMENTS OF IRSA PC AS OF JUNE 30, 2021 AND
SUPERVISORY COMMITTEE’S AND AUDITOR’S REPORTS.
CONSIDERATION OF PRELIMINARY MERGER AGREEMENT WITH IRSA DATED
SEPTEMBER 30, 2021. CONSIDERATION OF EARLY DISSOLUTION OF IRSA PC
(WITHOUT LIQUIDATION) AS A RESULT OF ITS MERGER INTO IRSA.
APPOINTMENT OF IRSA PC’S REPRESENTATIVES OR AGENTS WHO SHALL
EXECUTE AND DELIVER THE FINAL MERGER AGREEMENT. DELEGATION TO THE
BOARD OF DIRECTORS OF THE POWERS REQUIRED TO IMPLEMENT THE
REGISTRATION OF THE DISSOLUTION (WITHOUT LIQUIDATION) BEFORE THE
CONTROL AUTHORITIES AND ANY OTHER RELEVANT
REGISTRATION.
The meeting approved by
majority:
1.
The
corporate reorganization procedure described by the Chairman for
the reasons explained upon submitting it for consideration and
approval.
2.
The
Preliminary Merger Agreement between the Company and IRSA as
executed on September 30, 2021.
3.
The Exchange Ratio, as follows: (i) 1.40
New Shares of IRSA for each common share of IRSAPC; and (ii) 0.56
Global Depositary Shares of IRSA for each American Depositary Share
of IRSAPC, authorizing the Company’s directors and/or
attorneys-in-fact, if so required by the control authorities, to
execute such supplementary documents as deemed suitable for the
information on the Exchange Ratio to be transparent and clear, in
both the local and foreign markets, including, without limitation,
any addenda to the Preliminary Merger Agreement.
4.
The
Special Merger Financial Statements as of June 30, 2021;the
Supervisory Committee’s report on the Special Financial
Statements and the Auditor’s report on the Special Financial
Statements.
5.
IRSA
PC’s early dissolution due to its merger into IRSA, and to
approve the delegation to the Board of the powers required to agree
to non-material changes and/or amendments to the documents under
consideration.
6.
Notwithstanding
the provisions set forth in the Preliminary Merger Agreement
regarding the administration of the Company by IRSA following the
approval of the shareholders’ meeting, and for the sole
purpose of executing the Final Merger Agreement, to authorize the
members of the Board of Directors and/or attorneys-in-fact of the
Company, individually and indistinctly or in such combinations and
for such amounts as set forth in the Company’s General Broad
Power of Attorney, empowering any of them to execute and deliver
the Final Merger Agreement, with sufficient powers to substitute
this power of attorney in favor of any other individual that may be
deemed suitable.
7.
To authorize attorneys-at-law Lucila Huidobro
and/or Maria Laura Barbosa and/or Carolina Zang and/or María
Angélica Grisolía and/or Camila Juarez Cortese and/or
Carla Landi and/or Cristian Bruno and/or Gaston Di Iorio and/or Ms.
Andrea Muñoz and/or their designees, any of them acting
indistinctly, to carry out the proceedings required before the
Argentine Securities Commission, Bolsas y Mercados Argentinos S.A.,
the General Superintendency of Corporations (Inspección
General de Justicia), and any other registration authority at
national, provincial and/or municipal level, and any foreign
entity, including, without limitation, the United States Securities
and Exchange Commission and NASDAQ, send notices, make filings and
secure the dissolution without liquidation of the Company, the
approval of its merger into IRSA and the ensuing cancellation of
the public offering of IRSA PC’s shares, broadly empowering
each of the above mentioned individuals to agree to changes imposed
by the relevant authorities and/or such as may result from the
proceedings to be carried out. In addition, they are empowered to
implement all shareholders’ resolutions necessary to give
effect to them, with broad powers to answer governmental
remarks (“vistas”),
requests for information, agree to changes, sign public notices,
briefs or deeds, sign affidavits and take any other action
necessary in connection with the reorganization procedure to be
approved by this shareholders’ meeting, all in strict
compliance with the applicable regulations of the General
Superintendency of Corporations, the Argentine Securities Committee
and/or any other national or foreign control
authority.
ITEM THREE: AUTHORIZATION TO CARRY OUT REGISTRATION PROCEEDINGS
RELATING TO THIS SHAREHOLDERS’ MEETING BEFORE THE ARGENTINE
SECURITIES COMMISSION AND THE GENERAL SUPERINTENDENCY OF
CORPORATIONS.
The meeting approved by majority
to appoint attorneys-at-law
María Laura Barbosa and/or Carolina Zang and/or María
Angélica Grisolia and/or Lucila Huidobro and/or Carla Landi
and/or Camila Juarez Cortese and/or Gastón Di Iorio and/or
Cristian Bruno and Ms. Andrea Muñoz, empowering them to carry
out, individually and separately, all and each of the proceedings
for registering the preceding shareholders’ resolutions with
the Argentine Securities Commission, the General Superintendency of
Corporations and any other national, provincial or municipal
agencies that could be applicable, signing briefs, agreeing to and
implementing changes, receiving notices, answering governmental remarks (“vistas”),
filing and withdrawing documents, signing public notices and taking
any other actions that could be necessary to such end.
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
Propiedades Comerciales S.A.
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By:
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/S/ Saúl
Zang
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Name:
Saúl Zang
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Title:
Responsible for relationship with the markets
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Dated: December 23,
2021