Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
07 Fevereiro 2024 - 4:24PM
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
February,
2024
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 Della Paolera
261
(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
ANÓNIMA
(THE
“COMPANY”)
REPORT
ON FORM 6-K
By letter dated
February 7, 2024, the Company reported that in compliance with
Section 63 of the Regulations issued by the Buenos Aires Stock
Exchange, this is to report the following information:
1. Results of the period
|
in million ARS
|
|
12/31/2023
|
12/31/2022
|
Results of the period (three-month period)
|
146,593
|
48,072
|
Attributable to: |
|
|
Shareholders
of the controlling company
|
141,519
|
46,992
|
Non-controlling
interest
|
5,074
|
1,080
|
|
|
|
2. Other comprehensive income for the results of the
period
|
in million ARS
|
|
12/31/2023
|
12/31/2022
|
Other comprehensive income for
the period (three-month period)
|
(4,436)
|
(1,774)
|
Attributable to:
|
|
|
Shareholders
of the controlling company
|
(4,908)
|
(1,782)
|
Non-controlling
interest
|
472
|
8 |
|
|
|
3. Total
comprehensive income for the
results of the period
|
in million ARS
|
|
12/31/2023
|
12/31/2022
|
Total integral results of the period (three-month
period)
|
142,157
|
46,298
|
Attributable to:
|
|
|
Shareholders
of the controlling company
|
136,611
|
45,210
|
Non-controlling interest
|
5,546
|
1,088
|
|
|
|
4. Equity details
|
in million ARS
|
|
12/31/2023
|
12/31/2022
|
Share
Capital
|
7,276
|
800
|
|
92
|
11
|
Comprehensive adjustment of capital stock and of treasury
shares
|
178,219
|
155,578
|
Warrants
|
12,886
|
12,988
|
Share Premium
|
264,711
|
293,679
|
Premium for trading of treasury shares
|
(2,865)
|
1,075
|
Legal Reserve
|
26,667
|
20,741
|
Special Reserve (Resolution CNV 609/12)
|
|
103,170
|
Cost of treasury share
|
(8,845)
|
(5,812)
|
Reserve
for future dividends
|
40,582
|
18,568
|
Reserve
for conversion
|
(4,518)
|
(341)
|
Special Reserve
|
64,295
|
120,322
|
Other reserves
|
|
(51,923)
|
Retained
earnings
|
158,863
|
60,852
|
Shareholders’ Equity attributable to controlling
company’s shareholders
|
788,455
|
729,708
|
Non-controlling
interest
|
49,267
|
49,112
|
Total shareholder's equity
|
837,722
|
778,820
|
Pursuant to
Article 63 paragraph l) sections 6) and 8) of the next Regulation,
we inform that at the closing date of the financial statements, the
share capital of the Company is ARS 7,368,228,240 (including
treasury shares) represented by 736,822,824
non-endorsable
nominative ordinary shares of Nominal
Value ARS 10 each with the right
to 1 vote each which is divided
into 736,421,306 non-endorsable nominative ordinary shares of
Nominal Value 10 ARS each with the right to 1 vote each and 401,518
non-endorsable
nominative ordinary shares of Nominal Value 10 ARS each with the
right to 1 vote each in registration process. The
amount of outstanding shares is 727,578,808.
The Company's
market capitalization as of December 31, 2023, was approximately
USD 634 million. (73,682,282 GDS with a price per GDS of USD
8.60)
The main
shareholder of the Company is Cresud S.A.C.I.F. y A. (Cresud) with
415,859,290 shares directly and indirectly (through Helmir S.A.),
which represents 57.16% of the share capital (the treasury shares
are subtracted). Cresud is our ultimate controlling entity and is a
company incorporated and domiciled in the Argentine Republic. The
address of its registered office is Carlos Della Paolera 261, 9th
floor, Autonomous City of Buenos Aires, Argentina.
We also inform that
as of December 31, 2023, subtracting the direct and indirect
ownership of Cresud and the treasury shares, the remaining
shareholders held the amount of 311,719,518 nominative
non-endorsable ordinary shares of Nominal Value 10 ARS each with
the right to 1 vote each from the Company that represents 42.84% of
the issued share capital.
It should be
considered that in May 2021 the company increased its share capital
by 80 million shares. For each subscribed share, each shareholder
received at no additional cost 1 warrant, that is, 80 million
warrants were issued. The options expire on May 12, 2026 and are
listed on the Buenos Aires Stock Exchange under the symbol
“IRS2W” and on the NYSE under the symbol
“IRSWS”. As of today, the amount outstanding of
warrants is 79,319,038.
In the case that
all warrants were converted, the number of shares issued and
subscribed would increase to 834,163,147 (considering the current
ratio of 1,2272 ordinary shares per warrant). We also inform that
if Cresud, through its subsidiary Helmir S.A., were to exercise its
warrants like the rest of the shareholders, its stake would
increase by 60,923,885 ordinary shares, which would mean a 57.8%
stake on the share capital (excluding treasury shares), that is,
476,783,175 shares.
Among the news of
the period ended on December 31, 2023 and subsequent, the following
can be highlighted:
●
The net result for
the second quarter of fiscal year 2024 recorded a gain of ARS
146,593 million compared to ARS 48,072 million in the same period
of the previous year, mainly explained by the gain recorded from
changes in the fair value of investment
properties.
●
Rental adjusted
EBITDA reached ARS 54,102 million, 12.3% higher than the first half
of 2023, driven by the shopping malls and hotels segments. Total
adjusted EBITDA reached ARS 66,940 million, increasing 54.6%
compared to the same period of the previous year, mainly explained
by higher sales of investment
properties.
●
Malls’ tenant real sales grew by 8.9% in the first half of
fiscal year 2024 compared to 2023 and occupancy stood at levels of
98%.
●
Regarding the
premium office segment, we reached 92.8% occupancy this quarter and
sold 2 additional floors of the “200 Della Paolera”
building, in Catalinas.
●
In January 2024, the
process of distributing the cash dividend and treasury shares in
the portfolio, approved by the Shareholders' Meeting on October 5,
2023, to GDS holders, which was pending, was
concluded.
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
|
|
|
|
By:
|
/S/ Saúl
Zang
|
|
|
|
Name:
Saúl Zang
|
|
|
|
Title:
Responsible for the Relationship with the Markets
|
|
Dated: February 7,
2024
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