United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
Amendment No. 1
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended June 30, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15
(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR
15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of
event requiring this shell company report ___
Commission file number 001-13542
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 M. Della Paolera 261, 9th Floor
(C1001ADA)
Ciudad Autónoma de Buenos Aires, Argentina
(Address of principal executive offices)
Matías Iván Gaivironsky, Chief Financial and
Administrative Officer
Tel +54(11) 4323-7449 - ir@irsa.com.ar
Carlos M. Della Paolera 261, 9th Floor, (C1001ADA) - Ciudad
Autónoma de Buenos Aires, Argentina
(Name,
Telephone, E-mail and/or Facsmile number and Address of Company
Contact Person)
Securities
registered or to be registered pursuant to Section 12 (b) of the
Act.
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Global
Depositary Shares, each representing ten shares of Common
Stock
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IRS
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New
York Stock Exchange
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Common
Stock, par value ARS 1.00 per share
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New
York Stock Exchange*
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*Not
for trading, but only in connection with the registration of Global
Depositary Shares, pursuant to the requirements of the Securities
and Exchange Commission.
Securities
registered or to be registered pursuant to Section 12 (g) of the
Act: None
Securities
for which there is a reporting obligation pursuant to Section 15
(d) of the Act: None
Indicate
the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period
covered by the Annual Report: 658,676,460.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act:
☐ Yes ☒ No
If this
report is an annual or transition report, indicate by check mark if
the registrant is not required to file reports pursuant to Section
13 or 15 (d) of the Securities Exchange Act of 1934.
☒ Yes ☐ No
Note:
Checking the box above will not relieve any registrant required to
file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those
Sections
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days: ☒
Yes ☐ No
Indicate
by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
☒ Yes ☐
No
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or an emerging growth
company. See definition of “large accelerated filer,”
“accelerated filer” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.:
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Large
accelerated filer
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Accelerated
filer
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Non-accelerated
filer
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Emerging
growth company
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If
an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
†
The term “new or revised financial accounting standard”
refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5,
2012.
Indicate
by check mark whether the registrant has filed a report on and
attestation to its management’s assessment of the
effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
Indicate
by check mark which basis of accounting the registrant has used to
prepare the financial statements included in this
filing:
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U.S.
GAAP
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International
Financial Reporting Standards as issued by the International
Accounting statements included in this filing:
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Other
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If “Other” has been checked in response to
the previous question, indicate by check mark which financial
statement item the registrant has elected to
follow:
Item 17
Item 18
If this
is an Annual Report, indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange
Act):
Yes
☒ No
(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS)
Indicate
by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by the court. Yes☐ No ☐
Please send copies of notices and communications from the
Securities and Exchange Commission to:
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Carolina
Zang
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Jaime
Mercado
Juan M.
Naveira
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Zang
Bergel & Viñes
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Simpson
Thacher & Bartlett LLP
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Florida
537 piso 18º
C1005AAK
Ciudad Autónoma de Buenos Aires, Argentina.
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425
Lexington Avenue
New
York, NY 10017
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EXPLANATORY NOTE
The
Company is filing this Amendment No. 1 to its annual report on Form
20-F for the fiscal year ended June 30, 2021, as filed with the
U.S. Securities and Exchange Commission (the “SEC”) on
October 20, 2021 (the “2021 Form 20-F”), to amend Item
18. Financial statements and Item 19. Exhibits of the
2021 Form 20-F to provide separate audited consolidated financial
statements of Banco Hipotecario S.A. as of and for the fiscal year
ended December 31, 2021, including the report of independent
auditor relating thereto, as required under Rule 3-09 of Regulation
S-X.
Other
than as expressly set forth above, this Form 20-F/A does not, and
does not purport to, amend, update or restate the information in
any part of the 2021 Form 20-F or reflect any events that have
occurred after the 2021 Form 20-F was filed on October 20, 2021.
The filing of this Form 20-F/A, and the inclusion of newly executed
certifications, should not be understood to mean that any other
statements contained in the 2021 Form 20-F are true and complete as
of any date subsequent to October 20, 2021.
This
Form 20-F/A should be read in conjunction with the 2021 Form 20-F
and our other filings with the SEC.
ITEM 18. Financial Statements
Reference
is made to pages F-1 through F-95 of the 2021 Form
20-F.
Separate
audited consolidated financial statements of Banco Hipotecario S.A.
as of and for the year ended December 31, 2021, including the
report of independent auditor with respect to such consolidated
financial statements, are hereby incorporated by reference to
Exhibit 15.1 hereto.
ITEM 19. Exhibits
INDEX OF EXHIBITS
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Exhibit No.
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Description of Exhibit
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12.1
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Certification
pursuant to Section 302 of the Sarbanes-Oxley Act
2002.
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12.2
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Certification
pursuant to Section 302 of the Sarbanes-Oxley Act
2002.
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13.1
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Certification
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
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13.2
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Certification
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
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15.1
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Audited consolidated financial statements of Banco Hipotecario S.A.
as of and for the year ended December 31, 2021 (audited in
accordance with IFRS).
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SIGNATURES
The
registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this Amendment No. 1 to the 2021 Form 20-F
on its behalf.
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IRSA Inversiones y Representaciones Sociedad
Anónima
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Date:
June 30, 2022
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By:
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/s/
Matías I. Gaivironsky
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Name:
Matías I. Gaivironsky
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Title:
Chief Financial and Administrative Officer
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