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. 20)*
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)
February 14, 2023
(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).
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
2 of 23
Pages
|
|
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
522,635,686
|
||
|
9.
|
SOLE
DISPOSITIVE POWER
7,660,323
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
522,635,686
|
||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,635,686
|
||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.44%
|
||
|
14.
|
TYPE OF
REPORTING PERSON
IN
|
||
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
3 of 23
Pages
|
|
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
522,635,686
|
||
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
522,635,686
|
||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,635,686
|
||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.44%
|
||
|
14.
|
TYPE OF
REPORTING PERSON
CO
|
||
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
4 of 23
Pages
|
|
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
522,635,686
|
||
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
522,635,686
|
||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,635,686
|
||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.44%
|
||
|
14.
|
TYPE OF
REPORTING PERSON
CO
|
||
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
5 of 23
Pages
|
|
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
522,635,686
|
||
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
522,635,686
|
||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,635,686
|
||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.44%
|
||
|
14.
|
TYPE OF
REPORTING PERSON
CO
|
||
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
6 of 23
Pages
|
|
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
522,635,686
|
||
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
522,635,686
|
||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,635,686
|
||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.44%
|
||
|
14.
|
TYPE OF
REPORTING PERSON
CO
|
||
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
7 of 23
Pages
|
|
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
522,635,686
|
||
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10.
|
SHARED
DISPOSITIVE POWER
522,635,686
|
||
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,635,686
|
||
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
||
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.44%
|
||
|
14.
|
TYPE OF
REPORTING PERSON
CO
|
||
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
8 of 23
Pages
|
|
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
522,635,686
|
||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||
|
10.
|
SHARED DISPOSITIVE POWER
522,635,686
|
||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
522,635,686
|
||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.44%
|
||
|
14.
|
TYPE OF REPORTING PERSON
CO
|
||
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
9 of 23 Pages
|
|
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
522,635,686
|
||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||
|
10.
|
SHARED DISPOSITIVE POWER
522,635,686
|
||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
522,635,686
|
||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.44%
|
||
|
14.
|
TYPE OF REPORTING PERSON
CO
|
||
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
10 of 23 Pages
|
|
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
522,635,686
|
||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||
|
10.
|
SHARED DISPOSITIVE POWER
522,635,686
|
||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
522,635,686
|
||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.44%
|
||
|
14.
|
TYPE OF REPORTING PERSON
CO
|
||
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
11 of 23
Pages
|
STATEMENT
PURSUANT TO RULE 13d-1 OF THE
GENERAL
RULES AND REGULATIONS UNDER THE
SECURITIES
AND EXCHANGE ACT OF 1934, AS AMENDED
AMENDMENT No. 20 TO SCHEDULE 13D
This
Amendment No. 20 Schedule 13D (“Amendment No. 20”)
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. 20 but not defined herein have the meaning given to
such terms in the Schedule 13D, as amended and restated from time
to time.
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
12 of 23
Pages
|
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 Zabala
1422, CP 11000, Montevideo, Uruguay.
Due to
the fact that Mr. Elsztain controls each of the other Reporting
Persons, the Reporting Persons report their direct and indirect
ownership of common shares as “shared” voting and
dispositive power other than common shares held directly by Mr.
Elsztain (and not through any other Reporting Person).
The
name, business address, present principal occupation or employment,
and citizenship of each executive officer and director of the
Reporting Persons are set forth in Schedule A hereto.
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
13 of 23
Pages
|
(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.
(e)
During the last five years, none of the Reporting Persons nor, to
their knowledge, any person named in Schedule A hereto, has been a
party to any civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which any such person was
or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation of such
laws.
Item 3. Source and Amount of Funds or Other
Consideration
As of
February 14, 2023 IRSA Inversiones y Representaciones S.A.’s
Common Stock beneficially owned by the Reporting Persons consisted
of 522,635,686 shares, representing 58.44% of IRSA Inversiones y
Representaciones S.A.’s share capital on a fully diluted
basis.
Item 4. Purpose of Transaction
Since
December 9, 2022 and until the date of issuance of this document,
the Reporting Persons have increased their beneficial ownership of
IRSA common shares in a 1.0502% of IRSA’s outstanding share
capital. Such increase in share ownership is mainly a result
of:
●
The purchase in the
open market of 9,392,600 IRSA common shares (consisting of 939,260
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.
(a)
As of February 14,
2023 , the Reporting Persons beneficially owned 472,123,181 common
shares and 50,512,505 warrants of IRSA, representing a total of
522,635,686 common shares on a fully diluted basis, equal to 58.44%
of its outstanding share capital on a fully diluted basis. As of
February 14, 2023, IRSA has issued a total of 810,895,390 common
shares and the outstanding warrants amount to 79,939,561 (shares to
be issued per warrant: 1.0442)
The
following is a description of the Reporting Persons’
beneficial ownership of IRSA’s outstanding stock on a fully
diluted basis as of February 14, 2023:
|
Shareholder
|
Number
of Shares Currently Owned
|
% of
Currently Outstanding Shares
|
|
Reporting
Persons
|
522,635,686
|
58.44%
|
|
Total IRSA
Outstanding Shares on a fully diluted basis
|
894,368,279
|
100%
|
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page
14 of 23
Pages
|
(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 February 14, 2023 Elsztain held (through companies
controlled by him and proxies) a majority of the voting power in
IFIS Ltd. As of February 14, 2023, Elsztain holds 100% of the
outstanding equity capital of Agroinvestment. As of February 14,
2023, 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
86,028,337 common shares and 9,604,600 warrants of Cresud,
representing approximately 13.97% 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 111,911,961 common shares and 21,112,130 warrants of
Cresud representing approximately 19.43% 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 warrants 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 25,650,520 common shares and 4,421,210 warrants of
Cresud representing approximately 4.39% 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 of IRSA, which represents 48.28% 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 22,874,432 common shares and 49,644,626 warrants of IRSA,
representing 8.11% 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 February 14,
2023:
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page
15 of 23
Pages
|
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page
16 of 23
Pages
|
Given
the foregoing, the Reporting Persons may be deemed to be the
beneficial owners of 522,635,686 IRSA Inversiones y
Representaciones S.A.’s common stock on a fully diluted
basis, representing 58.44% of the issued and outstanding common
shares and warrants of IRSA Inversiones y Representaciones S.A., as
of February 14, 2023.
(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 4,483,340 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 1,500,000 ADRs
of IRSA.
On June 22, 2022, a
loan agreement was executed between CAM as lender and IFISA as
borrower, pursuant to which CAM loaned 1,263,190 common shares of
IRSA.
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
17 of 23
Pages
|
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.
|
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.
|
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,
CP 91600, Montevideo
Republic of Uruguay
Citizen
of Argentina
|
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
18 of 23
Pages
|
Directors of Consultores Assets Management S.A.
|
1.
|
Eduardo
S. Elsztain
ChairmanBolívar
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 Chairman4th floor Harbour Place,
South Church Street P.O. Box 10240,
Grand Cayman,
KY1-1002, Cayman Islands
Citizen of Argentina
|
2.
|
Saul
ZangVice Chairman 4th floor Harbour Place,
South Church 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
|
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
19 of 23
Pages
|
Directors of Agroinvestment S.A.
|
1.
|
Eduardo
S. Elsztain
Chairman
of the Board
Zabala 1422, 2nd Floor11500, Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
3.
|
Olga
Stirling
Director
Zabala 1422, 2nd Floor11500, Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
|
2.
|
Mariana
Renata Carmona de Elsztain
Director
Zabala 1422, 2nd Floor11500, 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
ZangFirst
Vice
Chairman
Carlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
11.
|
Enrique
Alberto Antonini
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.
|
Nicolás
Bendersky
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.
|
Gabriel
Adolfo Gregorio Reznik
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
|
||
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
20 of 23
Pages
|
|
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
|
18.
|
Iair
Elsztain
Alternate
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
|
4.
|
Diego
Francisco Chillado Biaus
Chief
Operative Officer of Argentina
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
ChairmanZabala
1422, CP 11000
Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
3.
|
Alejandro
Gustavo Elsztain
Second
Vice-ChairmanZabala 1422, CP 11000
Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
|
2.
|
Saúl
Zang
First
Vice-ChairmanZabala 1422, CP 11000
Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
4.
|
Olga
Stirling
DirectorZabala
1422, CP 11000
Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
21 of 23 Pages
|
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
DirectorCarlos
M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos AiresRepublic of ArgentinaCitizen of Argentina
|
14.
|
Enrique
Antonini
Alternate
DirectorCarlos M. Della Paolera 261, 9th floor
(C1001ADA)
Buenos AiresRepublic of ArgentinaCitizen of Argentina
|
|
7.
|
Nicolás
Bendersky
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
|
|
|
|
|
|
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
22 of 23 Pages
|
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 Helmir S.A bought 8.368,950 IRSA’s common
shares at an average price of USD 4.18
SCHEDULE 13D
|
CUSIP
No. 450047204
|
|
Page
23 of 23 Pages
|
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:
February 14, 2023
|
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
|
|