Cresud Inc (CRESY) 20-F/A, filed Jan 6, 2020

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F / A

☐		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE<br>SECURITIES EXCHANGE ACT OF 1934

☒		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES<br>EXCHANGE ACT OF 1934

For the fiscal year ended: June 30, 2019

☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES<br>EXCHANGE ACT OF 1934

☐		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE<br>SECURITIES EXCHANGE ACT OF 1934<br><br><br><br><br><br>Date of event requiring this shell company report ___<br><br><br><br><br><br>For the transition period from ___ to___

Commission file number: 001-29190

Cresud SOCIEDAD ANONIMA COMERCIAL INMOBILIARIA FINANCIERA Y AGROPECUARIA

(Exact name of Registrant as specified in its charter)

Cresud Inc.

(Translation of Registrant’s name into English)

Republic of Argentina

(Jurisdiction of incorporation or organization)

Moreno 877, 23rd Floor,

(C1091AAQ) City of Buenos Aires, Argentina

(Address of principal executive offices)

Matías Iván Gaivironsky

Chief Financial and Administrative Officer

Tel +(5411) 4323-7449 – ir@cresud.com.ar

Moreno 877, 24th Floor,

(C1091AAQ) City of Buenos Aires, Argentina

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered

American Depositary Shares (ADSs), each representing<br><br><br>ten shares of Common Stock		Nasdaq National Market of the<br><br><br>Nasdaq Stock Market
Common Stock, par value Ps.1.00 per share		Nasdaq National Market of the<br><br><br>Nasdaq Stock Market*
*	Not for<br>trading, but only in connection with the registration of American<br>Depositary Shares, pursuant to the requirements of the Securities<br>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 period covered by the annual report: 501,642,804.

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(a) 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 and posted 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.:

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Emerging growth company ☐

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 which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S.<br>GAAP	☐	International<br>Financial Reporting Standards as issued by the International<br>Accounting Standards Board	☒	Other<br>☐

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, 23 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:

Carolina<br>Zang		David<br>Williams
		Jaime<br>Mercado
Zang<br>Bergel & Viñes Abogados		Simpson<br>Thacher & Bartlett LLP
Florida<br>537 piso 18º<br><br><br>C1005AAK<br>Ciudad Autónoma de Buenos Aires, Argentina.		425<br>Lexington Avenue<br><br><br>New<br>York, NY 10019

EXPLANATORY NOTE

This Amendment No. 1 on Form 20-F/A (the “Amendment”) is being filed by Cresud Sociedad Anonima Comercial Inmobiliaria Financiera y Agropecuaria (“CRESUD” the “Company,” “we,” “our,” or “us”) to amend the Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2019, originally filed with the U.S. Securities Exchange Commission on October 31, 2019 (the “Original Filing”). The Company is filing this Amendment solely for purposes of amending the disclosure relating to the independent directors of the Company.

This Amendment consists solely of the cover page and this explanatory note. Except as described above, this Amendment does not amend any information set forth in the Original Filing or reflect any events that occurred subsequent to the filing of the Original Filing on October 31, 2019. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the U.S. Securities Exchange Commission subsequent to the Original Filing.

Item 6. Directors, Senior Management and Employees

A. DIRECTORS AND SENIOR MANAGEMENT

Board of Directors

We are managed by a board of directors. Our bylaws provide that our Board of Directors shall consist of a minimum of three and a maximum of fifteen regular directors and the same or less numbers of alternate directors. Currently, our board is composed by twelve regular directors and three alternate directors. Each director and alternate director is elected by our shareholders at an annual ordinary meeting of shareholders usually for a three-year term, provided, however, that of the board of directors is elected each year. The directors and alternate directors may be re-elected indefinitely.

Alternate directors will be summoned to exercise their functions in case of absence, vacancy or death of a regular director or until a new director is appointed.

Our current board of directors was elected at the shareholders’ meetings held on October 31, 2017, October 29, 2018 and October 30, 2019 for terms expiring in the years 2020, 2021 and 2022, respectively. Our current directors are as follows:

Directors(1)	Date of Birth	Position in Cresud	Term Expires(2)	Date of Current Appointment	Current Position Held Since
Eduardo<br>Sergio Elsztain	01/26/1960	Chairman	06/30/2020	10/31/2017	1994
Saúl<br>Zang	12/30/1945	First<br>Vice-Chairman	06/30/2020	10/31/2017	1994
Alejandro<br>Gustavo Elsztain	03/31/1966	Second<br>Vice-Chairman and CEO	06/30/2022	10/30/2019	1994
Gabriel<br>A.G. Reznik	11/18/1958	Regular<br>Director	06/30/2021	10/29/2018	2003
Jorge<br>Oscar Fernández	01/08/1939	Regular<br>Director	06/30/2021	10/29/2018	2003
Fernando<br>Adrián Elsztain	01/04/1961	Regular<br>Director	06/30/2022	10/30/2019	2004
Pedro<br>Damasco Labaqui Palacio	02/22/1943	Regular<br>Director	06/30/2021	10/29/2018	2006
Daniel<br>E. Mellicovsky	01/17/1948	Regular<br>Director	06/30/2020	10/31/2017	2008
Alejandro<br>Gustavo Casaretto	10/15/1952	Regular<br>Director	06/30/2020	10/31/2017	2008
Liliana<br>Glikin	03/29/1953	Regular<br>Director	06/30/2022	10/30/2019	2019
Hector<br>Rogelio Torres	12/30/1954	Regular<br>Director	06/30/2022	10/30/2019	2019
Alejandro<br>Mario Bartolome	09/12/1954	Regular<br>Director	06/30/2022	10/30/2019	2019
Gastón<br>Armando Lernoud	06/04/1968	Alternate<br>Director	06/30/2020	10/31/2017	1999
Enrique<br>Antonini	03/16/1950	Alternate<br>Director	06/30/2022	10/30/2019	2007
Eduardo<br>Kalpakian	03/03/1964	Alternate<br>Director	06/30/2022	10/30/2019	2007

(1) The business address of our management is Moreno 877, 23rd Floor, (C1091AAQ) Buenos Aires, Argentina.

(2) Term expires at the annual ordinary shareholders’ meeting.

Liliana Glikin, Hector Rogelio Torres and Alejandro Mario Bartolome qualify as independent, in accordance with the CNV Rules.

Item 19. Exhibits

Documents filed as exhibits to this Amendment No. 1:

Exhibit No.	Description of Exhibit
12.1	Certification<br>pursuant to Section 302 of the Sarbanes-Oxley Act 2002
12.2	Certification<br>pursuant to Section 302 of the Sarbanes-Oxley Act 2002
13.1	Certification<br>pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of<br>the Sarbanes-Oxley Act of 2002.
13.2	Certification<br>pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of<br>the Sarbanes-Oxley Act of 2002.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to Annual Report on Form 20-F on its behalf.

	CRESUD SOCIEDAD ANÓNIMA COMERCIAL INMOBILIARIA FINANCIERA Y<br>AGROPECUARIA

Date<br>January 6, 2020	By:	/s/<br>Matías I. Gaivironsky
		Name<br>Matías I. Gaivironsky
		Title<br>Chief Financial and Administrative Officer

Blueprint

EXHIBIT 12.1

SECTION 302 CERTIFICATION

I, Alejandro G. Elsztain, certify that:

I have reviewed this amendment to the annual report on Form 20-F of Cresud S.A.C.I.F. y A (the “Company”) for the fiscal year ended June 30, 2019;

Based on my knowledge, this amendment to the annual report does not contain any untrue statement of a material fact or omit to state material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervisions, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

	Cresud S.A.C.I.F. y A

Date:<br>January 6, 2020	By:	/s/ Alejandro<br>G. Elsztain
		Alejandro G.<br>Elsztain
		Chief<br>Executive Officer

Blueprint

EXHIBIT 12.2

SECTION 302 CERTIFICATION

I, Matías I. Gaivironsky, certify that:

I have reviewed this amendment to the annual report on Form 20-F of Cresud S.A.C.I.F. y A (the “Company”) for the fiscal year ended June 30, 2019;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

	Cresud S.A.C.I.F. y A

Date: January 6, 2020	By:	/s/ Matías<br>I. Gaivironsky
		Matías<br>I. Gaivironsky
		Chief<br>Financial and Administrative Officer

Blueprint

EXHIBIT 13.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C.

SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the Amendment No. 1 to the Annual Report on Form 20-F/A of Cresud S.A.C.I.F. y A (the “Company”) for the fiscal year ended June 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Alejandro G. Elsztain, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities and Exchange Act of 1934.

	Cresud S.A.C.I.F. y A

Date: January 6, 2020	By:	/s/ Alejandro<br>G. Elsztain
		Alejandro<br>G. Elsztain
		Chief<br>Executive Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except as to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended

Blueprint

EXHIBIT 13.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C.

SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the Amendment No. 1 to the Annual Report on Form 20-F/A of Cresud S.A.C.I.F. y A (the “Company”) for the fiscal year ended June 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Matías I. Gaivironsky, as Chief Financial and Administrative Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities and Exchange Act of 1934.

	Cresud S.A.C.I.F. y A.

Date: January 6, 2020	By:	/s/ Matias<br>I. Gaivironsky
		Matias<br>I. Gaivironsky
		Chief<br>Financial and Administrative Officer

Cresud Inc 20-F/A, filed Jan 6, 2020

About this 20-F/A