SEC Form SC 13D/A filed by IRSA Inversiones Y Representaciones S.A. (Amendment)
$IRS
Homebuilding
Real Estate
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D/A
(Rule
13d-101)
INFORMATION TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment
No. 18)*
IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD
ANÓNIMA
(Name of Issuer)
Common Stock, Par Value 1.00 Peso per Share
(Title of Class of Securities)
450047204
(CUSIP Number)
Juan Manuel Quintana
Carolina Zang
Estudio
Zang, Bergel y Viñes
Florida
537, 18th
Floor
Buenos
Aires, Argentina
+54(11)
4323-4000
(Name, Address and Telephone Number of Person
authorized to Receive Notices and Communications)
May 31, 2022
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box.
G
Note: Schedules filed in
paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to who
copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
|
1.
|
NAME OF
REPORTING PERSONI.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Eduardo
S. Elsztain
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
|
||
|
3.
|
SEC USE
ONLY
|
||
|
4.
|
SOURCE
OF FUNDS
WC
– OO
|
||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ☐
|
||
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of Argentina
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER
7,660,323
|
|
|
8.
|
SHARED
VOTING POWER
502,287,016
|
||
|
9.
|
SOLE
DISPOSITIVE POWER
7,660,323
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
502,287,016
|
||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
502,287,016
|
||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.38%
|
||
|
14.
|
TYPE OF
REPORTING PERSON
IN
|
||
|
1.
|
NAME OF
REPORTING PERSONI.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Agroinvestment
S.A.
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
|
||
|
3.
|
SEC USE
ONLY
|
||
|
4.
|
SOURCE
OF FUNDS
WC-OO
|
||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ☐
|
||
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of Uruguay
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
|
|
|
8.
|
SHARED
VOTING POWER
502,287,016
|
||
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
502,287,016
|
||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
502,287,016
|
||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.38%
|
||
|
14.
|
TYPE OF
REPORTING PERSON
CO
|
||
|
1.
|
NAME OF
REPORTING PERSONI.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
IFIS
Limited
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
|
||
|
3.
|
SEC USE
ONLY
|
||
|
4.
|
SOURCE
OF FUNDS
WC
- OO
|
||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ☐
|
||
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
|
|
|
8.
|
SHARED
VOTING POWER
502,287,016
|
||
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
502,287,016
|
||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
502,287,016
|
||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.38%
|
||
|
14.
|
TYPE OF
REPORTING PERSON
CO
|
||
|
1.
|
NAME OF
REPORTING PERSONI.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Inversiones
Financieras del Sur S.A.
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
|
||
|
3.
|
SEC USE
ONLY
|
||
|
4.
|
SOURCE
OF FUNDS
WC-OO
|
||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ☐
|
||
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of Uruguay
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
|
|
|
8.
|
SHARED
VOTING POWER
502,287,016
|
||
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
502,287,016
|
||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
502,287,016
|
||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.38%
|
||
|
14.
|
TYPE OF
REPORTING PERSON
CO
|
||
|
1.
|
NAME OF
REPORTING PERSONI.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Consultores Venture Capital Limited
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
|
||
|
3.
|
SEC USE
ONLY
|
||
|
4.
|
SOURCE
OF FUNDS
WC-OO
|
||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ☐
|
||
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
|
|
|
8.
|
SHARED
VOTING POWER
502,287,016
|
||
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
502,287,016
|
||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
502,287,016
|
||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.38%
|
||
|
14.
|
TYPE OF
REPORTING PERSON
CO
|
||
|
1.
|
NAME OF
REPORTING PERSONI.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY)
Cresud
S.A.C.I.F. y A.
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
|
||
|
3.
|
SEC USE
ONLY
|
||
|
4.
|
SOURCE
OF FUNDS
WC
– OO
|
||
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ☐
|
||
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of Argentina
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
|
|
|
8.
|
SHARED
VOTING POWER
502,287,016
|
||
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
502,287,016
|
||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
502,287,016
|
||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.38%
|
||
|
14.
|
TYPE OF
REPORTING PERSON
CO
|
||
|
1.
|
NAME OF REPORTING PERSONI.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
Consultores Assets Management S.A.
|
||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
☒ (b) ☐
|
||
|
3.
|
SEC USE ONLY
|
||
|
4.
|
SOURCE OF FUNDS
WC – OO
|
||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ☐
|
||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Argentina
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
|
|
8.
|
SHARED VOTING POWER
502,287,016
|
||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||
|
10.
|
SHARED DISPOSITIVE POWER
502,287,016
|
||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
502,287,016
|
||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.38%
|
||
|
14.
|
TYPE OF REPORTING PERSON
CO
|
||
|
1.
|
NAME OF REPORTING PERSONI.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
Consultores Venture Capital Uruguay S.A.
|
||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
☒ (b) ☐
|
||
|
3.
|
SEC USE ONLY
|
||
|
4.
|
SOURCE OF FUNDS
WC – OO
|
||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ☐
|
||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Uruguay
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
|
|
8.
|
SHARED VOTING POWER
502,287,016
|
||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||
|
10.
|
SHARED DISPOSITIVE POWER
502,287,016
|
||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
502,287,016
|
||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.38%
|
||
|
14.
|
TYPE OF REPORTING PERSON
CO
|
||
|
1.
|
NAME OF REPORTING PERSONI.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
Helmir S.A.
|
||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
☒ (b) ☐
|
||
|
3.
|
SEC USE ONLY
|
||
|
4.
|
SOURCE OF FUNDS
WC - OO
|
||
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ☐
|
||
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Uruguay
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
|
|
8.
|
SHARED VOTING POWER
502,287,016
|
||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||
|
10.
|
SHARED DISPOSITIVE POWER
502,287,016
|
||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
502,287,016
|
||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.38%
|
||
|
14.
|
TYPE OF REPORTING PERSON
CO
|
||
STATEMENT
PURSUANT TO RULE 13d-1 OF THE
GENERAL
RULES AND REGULATIONS UNDER THE
SECURITIES
AND EXCHANGE ACT OF 1934, AS AMENDED
AMENDMENT No. 18 TO SCHEDULE 13D
This
Amendment No. 18 Schedule 13D (“Amendment No. 18”)
amends and restates Items 2, 3, 4 and 5 of the Schedule 13D filed
by IRSA with the SEC (the “Schedule 13D”), as amended
and restated from time to time. Capitalized terms used in this
Amendment No. 18 but not defined herein have the meaning given to
such terms in the Schedule 13D, as amended and restated from time
to time.
Item 2. Identity and Background
(a)-(c),
(f) This statement is being filed by Eduardo S. Elsztain
(“Elsztain”) a citizen of the Republic of Argentina who
serves as Chairman of the board of directors or Director of each of
the following companies:
(i)
IFIS Limited, a
limited liability company organized under the laws of Bermuda
(“IFIS”);
(ii)
Inversiones
Financieras del Sur S.A., a stock corporation organized under the
laws of the Republic of Uruguay (“IFISA”);
(iii)
Cresud S.A.C.I.F y
A., a stock corporation organized under the laws of the Republic of
Argentina (“Cresud”);
(iv)
Consultores Assets
Management S.A., a stock corporation company organized under the
laws of Argentina (“CAM”);
(v)
Consultores Venture
Capital Limited, a limited liability company organized under the
laws of Cayman Island (“CVC Cayman”);
(vi)
Consultores Venture
Capital Uruguay S.A., a stock corporation company organized under
the laws of the Republic of Uruguay (“CVC
Uruguay”);
(vii)
Agroinvestment
S.A., a stock corporation organized under the laws of the Republic
of Uruguay (“Agroinvestment”);
(viii)
Helmir S.A., a
stock corporation organized under the laws of the Republic of
Uruguay (“Helmir”) (Elsztain, IFIS, IFISA, Cresud, CAM,
CVC Cayman, CVC Uruguay Agroinvestment and Helmir being
collectively referred to as the “Reporting
Persons”).
Elsztain’s
principal offices are located at Bolívar 108, 1st floor,
C1066AAD, Buenos Aires, Argentina; IRSA’s principal offices
are located at Carlos M. Della Paolera 261, 9th floor (C1001ADA)
Buenos Aires, Republic of Argentina; IFIS’ principal offices
are located at Clarendon House, 2 Church Street, Hamilton HM 11,
Bermuda; IFISA’s and CVC Uruguay’s principal offices
are located at Ruta 8 Km 17.500 Edificio@1 Local 106, CP 91600
Montevideo, Republic of Uruguay; Cresud’s principal offices
are located at Carlos M. Della Paolera 261, 9th floor (C1001ADA)
Buenos Aires, Republic of Argentina; CAM’s principal offices
are located at Bolívar 108, 1st floor, C1066AAD, Buenos Aires,
Argentina; CVC Cayman’s principal offices are located at
4th floor, Harbour Place, South
Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman
Islands; Agroinvestment’s principal offices are
located at Zabala 1422, Floor 2, 11000, Montevideo, Republic of
Uruguay and Helmir’s principal offices are located at Colonia
810, Office 403, CP 11100, Montevideo, Republic of
Uruguay.
(d)
None of the Reporting Persons nor, to their knowledge, any person
named in Schedule A hereto, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
within the last five years.
Item 3. Source and Amount of Funds or Other
Consideration
Item 4. Purpose of Transaction
Since January 11,
2019, and until the date of issuance of this document, the
Reporting Persons have decreased their beneficial ownership of IRSA
common shares in a 6.70% of IRSA’s outstanding share capital.
Such decrease in share ownership is mainly a result
of:
●
The purchase in the
open market of 827,165 IRSA common shares (consisting of 27,505
IRSA common shares and 79,966 ADRs of IRSA).
●
The receipt of
2,831,902 IRSA common shares as a result of the payment in kind of
Cash Loan Agreements.
●
The payment in kind
with 3,303,396 IRSA common shares of Cash Loan
Agreements.
●
On April 13, 2021,
the Company announced the launch of its public offering of shares
for up to 80 million shares (or its equivalent 8 million GDS) and
80 million warrants. The reporting persons received 50,512,505 IRSA
common shares and 50,512,505 IRSA warrants, which may be exercised
within five years as of their issuance and converted into common
shares.
●
On December 22,
2021, the Company announced the merger between IRSA Inversiones y
Representaciones Sociedad Anonima (“IRSA”), as merging
company, and IRSA Propiedades Comerciales S.A (“IRSA
PC”). IRSA’s capital increase approved by the sum of
$152,158,215 and the Exchange Ratio, as follows: 1.40 new shares of
IRSA for each common share of IRSAPC; and 0.56 Global Depositary
Shares of IRSA for each American Depositary Share of IRSAPC. The
reporting persons received 35,847,449 IRSA common shares
(consisting of
35,180,299 IRSA common shares and 66,715 ADRs of IRSA).
.
Except as described
above, neither the Reporting Persons nor, to their knowledge, any
person named in Schedule A, has any present plans or proposals that
relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interests in Securities of the Issuer
(a)
As of May 31, 2022,
the Reporting Persons beneficially owned 451,774,511 common shares
and 50,512,505 warrants of IRSA, representing a total of
502,287,016 common shares on a fully diluted basis, equal to 56.38%
of its outstanding share capital on a fully diluted basis. As of
May 31, 2022, IRSA has issued a total of 810,879,553 common shares
and the outstanding warrants amount to
79,955,122.
|
Shareholder
|
Number of Shares Currently Owned
|
% of Currently Outstanding Shares
|
|
Reporting
Persons
|
502,287,016
|
56.38%
|
|
Total
IRSA Outstanding Shares on a fully diluted basis
|
890,834,675
|
100%
|
(i)
Elsztain is the
Chairman of the board of directors or Director of IFIS, IFISA,
Cresud, IRSA, CAM, CVC Uruguay, CVC Cayman, Agroinvestment and
Helmir. As of May 31, 2022, Elsztain held (through companies
controlled by him and proxies) a majority of the voting power in
IFIS Ltd. As of May 31, 2022, Elsztain holds 100% of the
outstanding equity capital of Agroinvestment. As of May 31, 2022,
Elsztain owned 85.0% of the outstanding equity capital of CAM which
owns 100% of CVC Uruguay which in turn owns 100% of CVC
Cayman. As of that same date, Elsztain directly owned
78,095,562 common shares and 9,604,600 warrants of Cresud,
representing approximately 12.87% of Cresud’s outstanding
shares capital on a fully diluted basis; and 7,315,145 common
shares and 345,178 warrants of IRSA Inversiones y Representaciones
S.A, representing approximately 0.86% of IRSA’s outstanding
shares capital on a fully diluted basis.
(ii)
IFIS is the direct
owner of 100% of the common shares of IFISA and does not directly
own any equity in IRSA Inversiones y Representaciones
S.A.
(iii)
IFISA is the direct
owner of 98,119,671 common shares and 21,112,130 warrants of Cresud
representing approximately 17.49% of Cresud’s outstanding
common stock on a fully diluted basis and does not directly own any
equity in IRSA Inversiones y Representaciones S.A.
(iv)
CAM directly owns
1,263,190 common shares and 62,773 warrrants of IRSA Inversiones y
Representaciones S.A, representing approximately 0.15% of
IRSA’s outstanding shares capital on a fully diluted
basis.
(v)
CVC Uruguay
directly owns 1,100 common shares and 160 warrants of Cresud
representing approximately 0.0002% of Cresud’s outstanding
common shares on a fully diluted basis; moreover, CVC Uruguay
directly owned 8,932,830 common shares and 459,928 warrants of IRSA
Inversiones y Representaciones, representing approximately 1.05% of
IRSA’s outstanding shares capital on a fully diluted
basis.
(vi)
CVC Cayman serves
as the Investment Manager of IFIS and does not own any equity in
IRSA Inversiones y Representaciones S.A.
(vii)
Agroinvestment
directly owns 40,667,750 common shares and 4,421,210 warrants of
Cresud representing approximately 6.61% of Cresud’s
outstanding common shares on a fully diluted basis and does not own
any equity in IRSA Inversiones y Representaciones S.A.
(viii)
Cresud directly
owns 431,737,584 common shares and 49,342,034 warrants of IRSA,
which represents 54% of IRSA’s outstanding stock on a fully
diluted basis.
(ix)
Cresud directly
owns 100% of the common shares of Helmir.
(x)
Helmir directly owns
2,525,762 common shares and 302,592 warrants of IRSA, representing
0.32% of IRSA outstanding common shares on a fully diluted
basis.
Set
forth below is a diagram of the Reporting Persons’ beneficial
ownership of IRSA’s outstanding stock as of May 31,
2022:
Given
the foregoing, the Reporting Persons may be deemed to be the
beneficial owners of 502,287,016 IRSA Inversiones y
Representaciones S.A.’s common stock on a fully diluted
basis, representing 56.38% of the issued and outstanding common
shares and warrants of IRSA Inversiones y Representaciones S.A., as
of May 31, 2022.
(b)
Item 5(a) is
incorporated herein by reference.
(c)
Transactions by the
Reporting Persons or other persons named in Schedule A, attached
hereto, in IRSA common shares that were effected during the
previous 60 days are listed on Annex I.
(d)-(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
-
On April 24, 2019,
and amended from time to time, Loan Agreements were executed
between CVC Uruguay as lender and IFISA as borrower, for which the
lender holds as collateral 3,833,340 common shares of IRSA. CVC
Uruguay maintains the voting and economic rights related to the
common shares.
-
On October 18,
2019, a loan agreement was executed between Cresud as lender and
IFISA as borrower, pursuant to which Cresud loaned 3,235,000 ADRs
of IRSA.
Schedule
A
|
Eduardo S.
Elsztain
Bolívar 108,
1st floor
(1066)
Buenos Aires
Republic of
Argentina
Citizen
of Argentina
|
Directors
of IFIS Limited
|
1.
|
Eduardo
S. Elsztain
Chairman
Clarendon
House,
2
Church Street,
Hamilton
HM 11, Bermuda,
Bermuda.
Citizen
of Argentina
|
3.
|
Mariana
Renata Carmona de Elsztain
Vice-Chairman
Clarendon
House,
2
Church Street,
Hamilton
HM 11, Bermuda,
Bermuda.
Citizen
of Argentina
|
|
|
|
|
|
|
2.
|
Saul
Zang
Director
Clarendon
House,
2
Church Street,
Hamilton
HM 11, Bermuda,
Bermuda.
Citizen
of Argentina
|
4.
|
Alejandro
Gustavo Elsztain
Director
Clarendon
House,
2
Church Street,
Hamilton
HM 11, Bermuda,
Bermuda.
Citizen
of Argentina
|
Directors of Consultores Venture Capital Uruguay
|
1.
|
Eduardo
S. Elsztain
Chairman
Ruta 8K 17.500 Edificio@1 Local 106,
CP 91609 Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
3.
|
Olga
Stirling
Director
Ruta 8K 17.500 Edificio@1 Local 106,
CP 91609 Montevideo
Republic of Uruguay
Citizen
of Uruguay
|
|
|
|
|
|
|
2.
|
Martin
Polak
Director
Ruta 8K 17.500 Edificio@1 Local 106,
CP 91609 Montevideo
Republic of Uruguay
Citizen
of Uruguay
|
4.
|
Saul
Zang
Vice-Chairman
Ruta 8 KM 17.500 Edificio@1 Local 160,
91600, Montevideo
Republic of Uruguay
Citizen
of Argentina
|
Directors of Consultores Assets Management S.A.
|
1.
|
Eduardo
S. Elsztain
Chairman
Bolívar
108, 1st Floor
(C1066AAD)
Ciudad Autónoma de Buenos
Republic
of Argentina
Citizen
of Argentina
|
3.
|
Mariana
Renata Carmona de Elsztain
First
Vice Chairman
Bolívar
108, 1st Floor
(C1066AAD)
Ciudad Autónoma de Buenos
Republic
of Argentina
Citizen
of Argentina
|
|
|
|
|
|
|
2.
|
Saul
Zang
Second
Vice Chairman
Bolívar
108, 1st Floor
(C1066AAD)
Ciudad Autónoma de Buenos
Republic
of Argentina
Citizen
of Argentina
|
4.
|
Ilan
Ariel Elsztain
Alternate
Director
Bolívar
108, 1st Floor
(C1066AAD)
Ciudad Autónoma de Buenos
Republic
of Argentina
Citizen
of Argentina
|
Directors of Consultores Venture Capital Limited
|
1.
|
Eduardo
S. Elsztain
Chairman
4th floor Harbour Place,
South Chucrch Street P.O. Box 10240,,
Grand Cayman,
KY1-1002, Cayman Islands
Citizen of Argentina
|
2.
|
Saul
Zang
Vice
Chairman
4th floor Harbour Place,
South Chucrch Street P.O. Box 10240,,
Grand Cayman,
KY1-1002, Cayman Islands
Citizen of Argentina
|
|
|
|
|
|
Directors of Inversiones Financieras del Sur S.A.
|
1.
|
Eduardo
S. Elsztain
Chairman
Ruta 8K 17.500 Edificio@1 Local 106,
CP 91609 Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
3.
|
Martin
Polak
Director
Ruta 8K 17.500 Edificio@1 Local 106,
CP 91609 Montevideo
Republic
of Uruguay
Citizen
of Uruguay
|
|
|
|
|
|
|
2.
|
Saúl
Zang
Vice
Chairman
Ruta 8K 17.500 Edificio@1 Local 106,
CP 91609 Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
4.
|
Olga
Stirling
Director
Ruta 8K 17.500 Edificio@1 Local 106,
CP 91609 Montevideo
Republic
of Uruguay
Citizen
of Uruguay
|
Directors of Agroinvestment S.A.
|
1.
|
Eduardo
S. Elsztain
Chairman
of the Board
Zabala 1422, 2nd Floor
11500,
Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
3.
|
Olga
Stirling
Director
Zabala 1422, 2nd Floor
11500,
Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
|
|
|
|
|
|
2.
|
Mariana
Renata Carmona de Elsztain
Director
Zabala 1422, 2nd Floor
11500,
Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
|
|
Directors and Executive Officers of
Cresud
Sociedad Anónima Comercial, Inmobiliaria, Financiera y
Agropecuaria
Directors
|
1.
|
Eduardo
Sergio Elsztain
Chairman
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
10.
|
Gabriela
Macagni
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
|
|
|
|
|
2.
|
Saúl
Zang
First
Vice Chairman
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
11.
|
Gabriel
Adolfo Gregorio Reznik
Alternate
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
|
|
|
|
|
3.
|
Alejandro
Gustavo Elsztain
Second
Vice Chairman
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
12.
|
Iair
Elsztain
Alternate
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
4.
|
Alejandro
Mario Bartolomé
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
13.
|
Enrique
Alberto Antonini
Alternate
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
|
|
|
|
|
5.
|
Alejandro
Gustavo Casaretto
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
14.
|
Eduardo
Ohan Kalpakian
Alternate
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
|
|
|
|
|
6.
|
Fernando
Adrián Elsztain
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
15.
|
Gastón
Armando Lernoud
Alternate
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
|
|
|
|
|
7.
|
Jorge
Oscar Fernandez
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
16.
|
Pedro
Damaso Labaqui Palacio
Alternate
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
|
|
|
|
|
8.
|
Liliana
Irene Glikin
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
17.
|
Ilan
Elsztain
Alternate
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
|
|
|
|
|
9.
|
Mariana
Renata Carmona de Elsztain
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
Senior Management
|
1.
|
Alejandro
Gustavo Elsztain
Chief
Executive Officer
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
3.
|
Alejandro
Gustavo Casaretto
Chief
Regional Agricultural Officer
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
|
|
|
|
|
2.
|
Matías
Iván Gaivironsky
Chief
Administrative and Financial Officer
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
|
Directors of Helmir S.A.
|
1.
|
Eduardo
Sergio Elsztain
Chairman
Colonia
810, Office 403, CP 11100
Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
3.
|
Alejandro
Gustavo Elsztain
Second
Vice-Chairman
Colonia
810, Office 403, CP 11100
Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
|
|
|
|
|
|
2.
|
Saúl
Zang
First
Vice-Chairman
Colonia
810, Office 403, CP 11100
Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
4.
|
Olga
Stirling
Director
Colonia
810, Office 403, CP 11100
Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
Directors and Executive Officers of
IRSA
Inversiones y Representaciones Sociedad Anónima
Directors
|
1.
|
Eduardo
Sergio Elsztain
Chairman
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
9.
|
Daniel
R. Elsztain
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
|
|
|
|
|
2.
|
Saul
Zang
First
Vice-Chairman
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
10.
|
Fernando
R. Elsztain
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
|
|
|
|
|
3.
|
Alejandro
Gustavo Elsztain
Second
Vice-Chairman
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
11.
|
Ben
Elsztain
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
|
|
|
|
|
4.
|
Maria
Julia Bearzi
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
12.
|
Mauricio
Wior
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of USA
|
|
|
|
|
|
|
5.
|
Oscar
Pedro Bergotto
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
13.
|
Iair
Elsztain
Alternate
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
|
|
|
|
|
6.
|
David
Williams
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
14.
|
Enrique
Antonini
Alternate
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
|
|
|
|
|
7.
|
Demian
Elías Brener
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
15.
|
Gaston
Armando Lernoud
Alternate
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
|
|
|
|
|
8.
|
Liliana
De Nadai
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
16.
|
Gabriel
Adolfo Gregorio Reznik
Alternate
Director
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
Senior Management
|
1.
|
Eduardo
Sergio Elsztain
Chief
Executive Officer
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
3.
|
Arnaldo
Jawerbaum
Chief
Operating Officer
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
|
|
|
|
|
2.
|
Matías
Iván Gaivironsky
Chief
Administrative and Financial Officer
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
4.
|
Jorge
Cruces
Chief
Investments Officer
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
|
|
|
|
Transactions by the Reporting Persons or persons named in Schedule
A in Shares
that were effected during the last 60 days
Annex 1
●
In
the last 60 days Eduardo Sergio Elsztain bought 6,291 IRSA’s
common shares at an average price of ARS 97.93 and 1,575 ADRs of
IRSA at an average price of USD 4.98.
●
In
the last 60 days Eduardo Sergio Elsztain acquired 4,240,003
IRSA’s common shares due to IRSA’s merger
agreement.
●
In
the last 60 days Alejandro Gustavo Elsztain acquired 5,337,148
IRSA’s common shares due to IRSA’s merger
agreement.
●
In
the last 60 days Consultores Asset Management S.A acquired 770,188
IRSA’s common shares due to IRSA’s merger
agreement.
●
In
the last 60 days Cresud Sociedad Anónima Comercial,
Inmobiliaria, Financiera y Agropecuaria acquired 25,482,129
IRSA’s common shares due to IRSA’s merger
agreement.
●
In
the last 60 days Consultores Venture Capital Uruguay S.A acquired
5,320,749 IRSA’s common shares due to IRSA’s merger
agreement.
●
In
the last 60 days Helmir S.A acquired 34,380 IRSA’s common
shares due to IRSA’s merger agreement.
●
In
the last 60 days Saul Zang acquired 887,926 IRSA’s common
shares due to IRSA’s merger agreement.
SIGNATURE
After
reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this
Statement on Schedule 13D is true, complete and
correct.
DATED:
May 31, 2022
|
Eduardo S. Elsztain
|
Consultores Assets Management S.A.
|
|
By: /S/
Eduardo S. Elsztain
Name:
Eduardo S. Elsztain
|
By: /S/
Eduardo S. Elsztain
Name:
Eduardo S. Elsztain
Title:
Chairman of the Board
|
|
|
|
|
IFIS Limited
|
Consultores Venture Capital Limited
|
|
By: /S/
Eduardo S. Elsztain
Name:
Eduardo S. Elsztain
Title:
Chairman of the Board
|
By: /S/
Eduardo S. Elsztain
Name:
Eduardo S. Elsztain
Title:
Chairman of the Board
|
|
|
|
|
Inversiones Financieras del Sur S.A.
|
Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y
Agropecuaria
|
|
By: /S/
Eduardo S. Elsztain
Name:
Eduardo S. Elsztain
Title:
Chairman of the Board
|
By: /S/
Eduardo S.
Elsztain
Name:
Eduardo S. Elsztain
Title:
Chairman of the Board
|
|
Helmir S.A.
|
Agroinvestment S.A.
|
|
By: /S/
Eduardo S.
Elsztain
Name:
Eduardo S. Elsztain
Title:
Chairman of the Board
|
By: /S/
Eduardo S. Elsztain
Name:
Eduardo S. Elsztain
Title:
Chairman of the Board
|
|
|
|
|
Consultores Venture Capital Uruguay
|
|
|
By: /S/
Eduardo S. Elsztain
Name:
Eduardo S. Elsztain
Title:
Chairman of the Board
|
|