Form 6-K IRSA INVESTMENTS & REPRE For: May 20
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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 May, 2022
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
Buenos Aires, May 20, 2022 - IRSA Inversiones y
Representaciones S.A. (NYSE:IRS, ByMA: IRSA), Argentina's leading
Real Estate company, communicates that after obtaining
the Argentine Public Registry authorization for the public offering
of the New Shares of IRSA; the exchange of the shares of IRSA CP
for IRSA shares shall proceed.
This report on Form
6-K shall be deemed to be incorporated by reference into the
exchange offer memorandum of IRSA Inversiones y Representaciones
Sociedad Anónima dated May 16, 2022, and to be a part of such
exchange offer memorandum from the date on which this report is
furnished, to the extent not superseded by documents or reports
subsequently filed or furnished.
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Exhibit
No.
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Description of
Exhibit
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99.1
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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.
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IRSA Inversiones y Representaciones Sociedad
Anónima
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May 20, 2022
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By:
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/s/ Saúl
Zang
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Saúl
Zang
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Responsible for the
Relationship with the Markets
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In
accordance with Art. 115 of the Bolsas y Mercados Argentinos S.A.
(the Argentine Stock Exchange or “BYMA”) Listing
Regulations, it is informed that due to the merger of IRSA
Propiedades Comerciales S.A. (“IRSA CP”) with and into
IRSA Inversiones y Representaciones S.A. (“IRSA”), with
IRSA being the surviving entity, approved by their respective
shareholders meetings held on December 22, 2021, and also having
obtained: (i) the relevant authorizations from the Comisión
Nacional de Valores (the Argentine Securities Commission or
“CNV”) and BYMA for the registration of the definitive
merger agreement (“DMA”) and the capital increase for
152,158,215 shares of IRSA (the “New Shares”) before
the Inspección General de Justicia (the Argentine Public
Registry or “IGJ”), and (ii) the authorization for the
public offering of the New Shares of IRSA; the exchange of the
shares of IRSA CP for IRSA shares shall proceed, excluding the
shares of IRSA CP that are owned by IRSA (the
“Exchange”).
The
shareholders of IRSA CP shall receive 1.40 ordinary shares of IRSA
for each IRSA CP share, with a nominal value of ARS 1 each and 1
vote per share (the “Exchange Ratio”).
As a
result, the capital stock of IRSA will increase from 658,719,865 to
810,878,080, through the issuance of 152,158,215 ordinary shares
with a nominal value of ARS 1 and 1 vote per share.
The
Exchange will be automatically performed by Caja de Valores S.A.
(the “Depositary” or “CVSA”), domiciled at
25 de Mayo 362, City of Buenos Aires, as from May 30, 2022, and may
be credited to the accounts between 10:00 am and 5:00 pm Buenos
Aires Time (the “Initial Exchange Date”).
Likewise,
each IRSA CP ADS will be exchanged for 0.56 IRSA GDS, by The Bank
of New York Mellon, as depositary for the IRSA CP ADS and IRSA GDS,
in accordance with the provisions of the respective deposit
agreements.
The
shareholders that will participate in the Exchange will be those
that are registered in the shareholder registry of IRSA CP that is
maintained by CVSA on the day before of the Initial Exchange
Date.
Any
fraction or decimal of the shares resulting from the application of
the Exchange Ratio will be paid and automatically credited to the
respective shareholders accounts with CVSA on the date and time for
the Exchange indicated above. The settlement will be made in cash,
in accordance with the BYMA Listing Regulations.
Finally,
it is hereby noted that the settlement of any fraction of ordinary
shares will not result in an involuntary loss of shareholder
status.
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