Irsa Investments & Representations Inc 6-K, filed May 10, 2022
Irsa Investments & Representations Inc (IRS)
6-K
2022-05-10
For: 2022-05-09
View Original
Added on
April 08, 2026
About this 6-K
Irsa Investments & Representations Inc filed this 6-K on May 10, 2022.
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
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 May
9, 2022, 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
|
|
|
|
03/31/2022
|
03/31/2021
|
|
Results of the period (nine-month period)
|
11,502
|
(22,821)
|
| Attributable to: |
|
|
|
Shareholders
of the controlling company
|
12,470
|
(17,818)
|
|
Non-controlling
interest
|
(968)
|
(5,003)
|
|
|
|
|
|
2. Other integral results of the period
|
in million ARS
|
|
|
|
03/31/2022
|
03/31/2021
|
|
Other integral results of the period (nine-month
period)
|
(684)
|
(15,449)
|
|
Attributable to:
|
|
|
|
Shareholders
of the controlling company
|
(678)
|
(6,176)
|
|
Non-controlling interest
|
(6)
|
(9,273) |
|
|
|
|
|
3. Total integral results of the period
|
in million ARS
|
|
|
|
03/31/2022
|
03/31/2021
|
|
Total integral results of the period (nine-month
period)
|
10,818
|
(38,270)
|
|
Attributable to:
|
|
|
|
Shareholders
of the controlling company
|
11,792
|
(23,994)
|
|
Non-controlling interest
|
(974)
|
(14,276)
|
|
|
|
|
|
4. Equity details
|
in million ARS
|
|
|
|
03/31/2022
|
03/31/2021
|
|
Share
Capital
|
657
|
577
|
|
Shares
to be issued
|
152
|
-
|
|
Treasury
shares
|
2
|
2
|
|
Comprehensive
adjustment of capital stock and of treasury shares
|
29,111
|
29,049
|
|
Warrants
|
2,486
|
-
|
|
Additional
paid-in capital
|
56,266
|
30,531
|
|
Premium
for trading of treasury shares
|
207
|
206
|
|
Legal
Reserve
|
2,658
|
2,241
|
|
Special
Reserve (Resolution CNV 609/12)
|
19,746
|
19,746
|
|
Cost
of treasury share
|
(391)
|
(358)
|
|
Changes in
non-controlling interest
|
(12,434)
|
(11,744)
|
|
Reserve
for share-based payments
|
401
|
405
|
|
Reserve
for future dividends
|
3,552
|
3,552
|
|
Revaluation
Surplus
|
2,259
|
2,056
|
|
Reserve
for conversion
|
210
|
1,495
|
|
Special
Reserve
|
1,140
|
44,049
|
|
Reserve
for coverage instruments
|
(902)
|
(1,353)
|
|
Reserve
for defined benefit plans
|
177
|
727
|
|
Other
reserves
|
29
|
-
|
|
Retained
earnings
|
12,563
|
(15,831)
|
|
Shareholders’ Equity attributable to controlling
company’s shareholders
|
117,889
|
105,350
|
|
Non-controlling
interest
|
8,394
|
34,911
|
|
Total shareholder's equity
|
126,283
|
140,261
|
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 810,878,080 (including treasury
shares) which is divided into 658,712,382
non-endorsable nominative ordinary shares of 1 Nominal Value 1 ARS
each with the right to 1 vote each, 7,483 non-endorsable
nominative ordinary shares of 1 Nominal Value 1 ARS each with the
right to 1 vote each in registration process, and
152,158,215 non-endorsable
nominative ordinary shares of 1 Nominal Value 1 ARS each with the
right to 1 vote each, to be issued once the registration process
for the merger by absorption between the Company and IRSA
Propiedades Comerciales S.A. has been
approved.
The main
shareholder of the Company is Cresud S.A.C.I.F. y A. (Cresud) with
434,263,359 shares directly and indirectly (through Helmir S.A.),
which represents 53.71% 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 March 31, 2022, subtracting the direct and indirect ownership
of Cresud and the treasury shares, the remaining shareholders held
the amount of 374,333,867 nominative non-endorsable ordinary shares
of 1 Nominal Value 1 ARS each with the right to 1 vote each from
the Company that represents 46.29% 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, which empower the shareholders to buy up to
80 million new shares at a price of USD 0.432 for each share. 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, 43,405 warrants
have been exercised and the amount outstanding is
79,956,595.
In the case that
all warrants were converted, the number of shares issued and
subscribed would increase to 890,834,675. We also inform that if
Cresud were to exercise its warrants like the rest of the
shareholders, its stake would increase by 49,644,626 ordinary
shares, which would mean a 54.32% stake on the share capital, that
is, 483,907,985 shares.
Among the news of
the period ended on March 31, 2022 and subsequent, the following
can be highlighted:
●
In December 2021,
the Shareholders’ Meetings of IRSA and IRSA PC approved the
merger by absorption between the companies, in which IRSA absorbs
IRSA PC. The merger has an effective date of July 1, 2021, and the
exchange of IRSA PC shares for IRSA shares will take place in the
coming days.
●
The net result for
the nine-month period of fiscal year 2022 registered a profit of
ARS 11,502 million compared to a loss of ARS 22,821 million in the
previous fiscal year.
●
Adjusted EBITDA
reached ARS 12,927 million in the 9-month period of fiscal year
2022, 28.2% lower than the same period of 2021 due to lower sales
of investment properties and 13.4% higher than the one registered
in the same period of 2020. Rental adjusted EBITDA reached ARS
10,060 million (ARS 7,778 million for shopping malls, ARS 1,540
million for offices and ARS 742 million for hotels).
●
Tenant sales in
shopping malls grew in real terms during the third quarter of 2022
by 21.2% compared to the same quarter of 2019, not affected by the
pandemic. Portfolio occupancy grew to 91.5%.
●
During the quarter
we sold 5 floors of the “261 Della Paolera” building
with an area of 5,920 m2 for an approximate amount of
USD 52 million and subsequently, we sold 100% of the República
building in block with an area of 19,885 sqm for an
approximate amount of USD 131.8 million.
●
In March 2022, we
launched a share repurchase plan for up to ARS 1,000 million. To
date, the company has repurchased approximately 7.3% of the
program.
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
|
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|
|
|
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|
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By:
|
/S/ Saúl
Zang
|
|
|
|
|
Name:
Saúl Zang
|
|
|
|
|
Title:
Responsible for the Relationship with the Markets
|
|
Dated: May 9,
2022