Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
13 Setembro 2023 - 5:55PM
Edgar (US Regulatory)
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, 2023
IRSA
Inversiones y Representaciones Sociedad Anonima
(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 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
INVERSIONES Y REPRESENTACIONES SOCIEDAD ANONIMA
(THE
“COMPANY”)
REPORT
ON FORM 6-K
Attached is an
English translation of the letter dated September 13, 2023, filed
by the Company with the Bolsa de Comercio de Buenos Aires and the
Comisión Nacional de Valores.
Buenos Aires,
September 13, 2023 – IRSA Inversiones y Representaciones S.A.
(NYSE:IRS;BYMA:IRSA), informs that its
Shareholders meeting held on April 27, 2023, approved the
following: (i) an increase in the capital stock in the amount of
ARS 6,552,405,000, through the partial capitalization of the Issue
Premium account, resulting in the issuance of 6,552,405,000 common
shares, with a par value of ARS 1 (one peso) and with the right to
one vote per share; and (ii) changing the nominal value of the
ordinary shares from ARS 1 to ARS 10 each and entitled to one (1)
vote per share.
Having
obtained the authorizations from the Comisión Nacional de
Valores (the Argentine National Securities Commission) and from the
Buenos Aires Stock Exchange, the Company informs all shareholders
who have such quality as of September 19, 2023, according to the
registry maintained by Caja de Valores S.A., that from September
20, 2023, the shares distribution and the change in nominal value
will be made simultaneously and the entry of the change of
811,137,457 book-entry common shares, with a nominal value of ARS 1
each and one vote per share, for the amount of 736,354,245
book-entry common shares with a nominal value of ARS 10 each and
one vote per share, consequently, a reverse split of the
Company’s shares shall be carried out, where every 1 (one)
old share with nominal value of ARS 1 shall be exchanged for
0.907804514 new shares with nominal value ARS 10. The new shares to
be distributed due to the described capitalization will have
economic rights under equal conditions with those that are
currently in circulation.
Also,
regarding the GDS holders, we instruct BNYM to process the reverse
split, at the same rate as mentioned above for the ADR program,
effective September 25, 2023.
Regarding
the shareholders who, because of the entry in the Scriptural
Registry, have fractions of common shares with a nominal value of
ARS 10 and one vote per share, they will be settled in cash in
accordance with the listing regulations of Bolsas y Mercados
Argentinos. Regarding the shareholders who, due to the exchange of
shares did not reach at least one share with a nominal value of ARS
10, the necessary amount will be assigned to them until the nominal
value of ARS 10 is completed.
It is
reported that the Company share capital after de indicated
operations will amount to ARS 7,363,542,450 represented by
736,354,245 book-entry common shares with a nominal value of ARS 10
each and one vote per share.
Likewise,
the Buenos Aires Stock Exchange has been requested to change the
modality of the negotiation of the shares representing the share
capital. Specifically, the negotiation price will be registered per
share instead of being negotiated by Argentinean peso (ARS) of
nominal value, given that the change in nominal value, and the
issuance of shares resulting from the capitalization, would produce
a substantial downward effect on the share price.
It
should be mentioned that this capitalization and change in the
nominal value of the shares do not modify the economic values of
the holdings or the percentage of participation in the share
capital. Likewise, and for the purpose of clarification, some
examples are detailed below, where the effects of capitalization
and change in nominal value are assumed, and effects on the price
are not considered for market reasons:
Common shares:
|
IRSA MARKET VALUE
|
CURRENT
|
SUBSEQUENT
|
|
Total
shares
|
811,137,457
with an ARS 1 nominal value
|
736,354,245
with an ARS 10 nominal value
|
|
Price
(9/12/23)
|
ARS
505.20
|
—
|
|
Price
(estimated)
|
—
|
ARS
556.51
|
|
IRSA
market value
|
ARS 409,787 million
|
Example
for an investor holding 100 common shares:
|
|
CURRENT HOLDING
|
SUBSEQUENT HOLDING
|
|
Number
of shares
|
100
shares with an ARS 1 nominal value
|
90
shares with an ARS 10 nominal value
|
|
Price
(9/12/23)
|
ARS
505.20
|
—
|
|
Price
(estimated)
|
—
|
ARS
556.51
|
|
+Payment
of fraction in cash
|
—
|
ARS
434.10
|
|
Holding
value
|
ARS 50,520.00
|
GDSs (1 to 10 ratio to common shares):
|
IRSA MARKET VALUE
|
CURRENT
|
SUBSEQUENT
|
|
Total
GDS
|
81.1
million
|
73.6
million
|
|
Price
(9/12/23)
|
USD
6.77
|
—
|
|
Price
(estimated)
|
—
|
USD
7.46
|
|
IRSA
market value
|
USD 549.1 million
|
Example
for an investor holding 100 ADS:
|
|
CURRENT HOLDING
|
SUBSEQUENT HOLDING
|
|
Number
of GDS
|
100
|
90*
|
|
Price
(9/12/23)
|
USD
6.77
|
—
|
|
Price
(estimated)
|
—
|
USD
7.46
|
|
Holding
value
|
USD 677
|
* Fractions
will be settled in accordance with Deposit Agreement
provisions.
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.
|
|
IRSA Inversiones y Representaciones Sociedad
Anónima
|
|
|
|
|
|
|
|
September 13,
2023
|
By:
|
/s/ Saúl
Zang
|
|
|
|
|
Saúl
Zang
|
|
|
|
|
Responsible for the
Relationship with the Markets
|
|
|
|
|
|
|
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