Irsa Investments & Representations Inc 6-K, filed Sep 6, 2023
Irsa Investments & Representations Inc (IRS)
6-K
2023-09-06
For: 2023-09-05
View Original
Added on
July 04, 2026
About this 6-K
Irsa Investments & Representations Inc filed this 6-K on September 6, 2023.
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
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
September 5, 2023, the Company reported that in compliance with
Section 62 of the Regulations issued by the Buenos Aires Stock
Exchange, this is to report the following information:
|
1. Profit of the fiscal year
|
in million of ARS
|
|
|
|
06/30/2023
|
06/30/2022
|
|
Results of the fiscal year
|
58,094
|
75,222
|
| Attributable to: |
|
|
|
Shareholders
of the controlling company
|
57,351
|
74,487
|
|
Non-controlling
interest
|
743
|
735
|
|
|
|
|
|
2. Other comprehensive income for the fiscal
year
|
in million of ARS
|
|
|
|
06/30/2023
|
06/30/2022
|
|
Other comprehensive income for the fiscal year
|
(1,286)
|
(379)
|
|
Attributable to:
|
|
|
|
Shareholders
of the controlling company
|
(1,309)
|
(384)
|
|
Non-controlling
interest
|
23
|
5
|
|
|
|
|
|
3. Total comprehensive income for fiscal year
|
in million of ARS
|
|
|
|
06/30/2023
|
06/30/2022
|
|
Total comprehensive for fiscal year
|
56,808
|
74,843
|
|
Attributable to:
|
|
|
|
Shareholders of the controlling
company
|
56,042
|
74,103
|
|
Non-controlling
interest
|
766
|
740
|
|
|
|
|
|
4. Equity details
|
in million of ARS
|
|
|
|
06/30/2023
|
06/30/2022
|
|
Share
Capital
|
799
|
805
|
|
Shares
to be issue
|
6.552
|
-
|
|
Treasury
shares
|
13
|
7
|
|
Comprehensive
adjustment of capital stock and of treasury shares
|
82,434
|
74,861
|
|
Warrants
|
6,265
|
6,284
|
|
Share
Premium
|
128,022
|
142,098
|
|
Premium
for trading of treasury shares
|
502
|
524
|
|
Legal
Reserve
|
10,038
|
6,772
|
|
Special
Reserve (Resolution CNV 609/12)
|
49,921
|
49,921
|
|
Cost
of treasury share
|
(3,325)
|
(1,605)
|
|
Reserve
for future dividends
|
8,985
|
8,985
|
|
Reserve
for conversion
|
189
|
1,087
|
|
Special
Reserve
|
31,109
|
2,882
|
|
Other
reserves
|
(25,196)
|
(24,829)
|
|
Retained
earnings
|
65,745
|
74,715
|
|
Shareholders’ Equity attributable to controlling
company’s shareholders
|
362,053
|
342,457
|
|
Non-controlling
interest
|
22,330
|
23,443
|
|
Total shareholder's equity
|
384,383
|
365,900
|
Pursuant
to Article 62 paragraph l) sections 6) and 8) of the mentioned
Regulation, we inform that at the closing date of the financial
statements, the share capital of the Company is ARS 811,137,457
(including treasury shares) which is divided into:
(i) 811,122,208 common shares, with a nominal value of
ARS 1 each and one vote per share; and (ii) 15,249 common
shares, with a nominal value of ARS 1 each and one vote per share
in registration process.
It
is clarified that at the closing date of the financial statements,
the following was pending:
(i) the authorization of a public offering for the issuance of
6,552,405,000 ordinary, book-entry shares, with a Nominal Value of
ARS 1, with the right to 1 vote per share, for a total of ARS
6,552,405,000, derived from the partial capitalization of the share
premium account, in accordance with the resolution adopted by the
Shareholders' Meeting dated April 27, 2023, which was duly resolved
and granted on July 25, 2023, by Comisión Nacional de Valores
(the Argentine National Securities Commission), resolving that the
capital authorized amounts to Nominal Value ARS 7,363,542,457, made
up of the same number of ordinary, book-entry shares, of
Nominal Value ARS 1 each and one vote per share, including in the
aforementioned capital the amount of 15,249 shares derived from the
exercise of warrants, which already had public offering
authorization granted by the Comisión Nacional de Valores and
whose issuance was resolved by the Company's Board of Directors on
June 15, 2023; and
(ii) the authorization of the transfer of the public offer due to
the change in the nominal value of the sum of ARS 1 to the sum of
ARS 10, in accordance with the resolution adopted by the
Shareholders' Meeting on April 27, 2023, which was duly resolved
and authorized on September 4, 2023, by the Comisión Nacional
de Valores, reaching the Company's capital stock the amount of ARS
7,363,542,450 which correspond to 736,354,245 ordinary shares, with
Nominal Value of ARS 10 each and one vote per share, subject to the
previous accreditation of the registration of the reform of the
seventh article of the bylaws.
In this sense, it is reported that, as of the date of issuance of
these financial statements, and in compliance with formal
requirements, both the increases in capital stock through the
issuance of new shares and the exercise of warrants, as well as the
reform of the bylaws due to changes of nominal value are in the
process of registration with the Comisión Nacional de Valores
and subsequent registration with the General Inspection of Justice,
pending the authorization of Bolsas y Mercados S.A. in order to
file the notices corresponding to the settlement of the
shares.
The Company's market capitalization as of June 30, 2023 was
approximately USD 659 million (81,113,745 GDS with a price per GDS
of USD 8.12).
The
main shareholder of the Company is Cresud S.A.C.I.F. y A. (Cresud)
with 454,612,016 shares directly and indirectly (through Helmir
S.A.), which represents 56.93% of the share capital (net of
treasury shares). 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 June 30, 2023, subtracting the direct and
indirect ownership of Cresud and the treasury shares, the remaining
shareholders held the amount of 343,987,853 common shares, with a
nominal value of ARS 1 each and one vote per share from the Company
that represents 43.07% 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, 44,878 warrants
have been exercised and the amount outstanding is
79,709,301.
In
the case that all warrants were converted, the number of shares
issued and subscribed would increase to 904,548,787. 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 58,178,537 ordinary shares, which would mean a
57.49% stake on the share capital (net of treasury shares), it
corresponds to 512,790,553 ordinary shares.
Among the news of the period ended on June 30, 2023, and
subsequent, the following can be highlighted:
●
The
net result for fiscal year 2023 recorded a profit of ARS 58,094
million, 22.8% lower than fiscal year 2022.
●
Rental
adjusted EBITDA reached ARS 42,500 million, 24.9% higher than
fiscal year 2022, driven by the Shopping Centers and Hotels
segments. Total adjusted EBITDA reached ARS 36,000 million compared
to ARS 59,126 million in 2022.
●
Mall
tenant sales grew by 16.0% in fiscal year 2023 compared to fiscal
year 2022 and occupancy grew significantly, reaching 97.4%.
●
During
the fiscal year and subsequently, we sold 9 floors of the
“200 Della Paolera” building, the Suipacha 652/64
building and our 50% interest in Quality Invest S.A., owner of the
San Martín property, for the total amount of USD 163.7
million.
●
We
concluded our debt refinancing process this year, including the
exchange of the Series II Notes for USD 360 million, reducing net
debt by 67% since 2020.
●
We
distributed dividends twice this fiscal year for a total amount of
USD 124.1 million and repurchased our own shares for approximately
1.7% of the capital stock.
●
On
September 5, 2023, the Board of Directors called a Shareholders'
Meeting in order to distribute a dividend for the sum up to ARS
64,000 million, among other points to be discussed.
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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|
|
|
||
|
|
By:
|
/S/ Saúl
Zang
|
|
|
|
|
Name:
Saúl Zang
|
|
|
|
|
Title:
Responsible for the Relationship with the Markets
|
|
Dated: September 5,
2023