Irsa Investments & Representations Inc F-3, filed Jan 6, 2021

Irsa Investments & Representations Inc (IRS)

F-3 2021-01-06

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The Republic of Argentina	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Title of each class of securitiesto be registered	Amount tobe registered	Proposed maximum aggregate price per common share (1) (5)	Proposed maximum aggregate offering price(1) (5)	Amount of registration fee
Common shares, Ps.1.00 par value per share (and global depositary shares representing common shares (“GDSs”)(2)(3)	100,000,000	US$ 0.434	US$ 43,400,000	US$ 4,734.94
Rights to subscribe for common shares (and GDSs)(3)(4)	100,000,000	None	None	None
Warrants to purchase common shares (and GDSs)(4)	100,000,000	None	None	None
Common shares, Ps.1.00 par value per share, and GDSs issuable upon exercise of warrants(5)	100,000,000	US$ 0.477	US$ 47,740,000	US$ 5,208.43

	Price to the Public	Proceeds to Company(1)
Definitive subscription price per new common share(2)	ARS	USD
Definitive subscription price per new GDS(3)	USD	USD
Rights to subscribe for common shares and GDS rights	USD 0.00	USD 0.00
Warrants(4)	USD 0.00	USD 0.00
Total offering(4)		USD

Incorporation by Reference	1
Summary	2
Summary of the Offering	4
Risk Factors	13
Use of Proceeds	15
Capitalization	16
Dividend Policy	17
Exchange Rates and Exchange Controls	17
The Offering	18
Dilution	23
Description of Capital Stock	25
Description of Global Depositary Receipts	32
Description of Warrants	37
General Information	41
Taxation	45
Expenses of the Offering	55
Legal Matters	56
Experts	56
Where You Can Find More Information	56
Signatures	61

Definitive subscription price	On , 2021, we will publish in the bulletin of the Buenos Aires Stock Exchange, the website of the Argentine Comisión Nacional de Valores and released to PR Newswire the definitive subscription price for each of the new common shares and GDSs of ARS and USD , respectively.
	The subscription price for each new common share will be payable in U.S. dollars outside Argentina or in Pesos in Argentina, determined on the basis of the Blue Chip Swap Rate. The subscription price for each new GDS will be payable in U.S. dollars. Holders of new GDSs must also pay an amount sufficient to cover the fee of the Depositary that is USD per new GDS. If a holder exercised GDS rights within the indicative subscription price range that was published on , 2021 and prior to the release of the definitive subscription price on , 2021, and the amount paid with a subscription was more than the definitive subscription price plus applicable fees, the GDS rights agent will notify the subscriber of the excess and will return such excess to the relevant subscriber as promptly as practicable after completion of this offering. If the amount paid was less than the definitive subscription price plus applicable fees, the GDS rights agent will notify the subscriber of the shortfall and the holder will fund any shortfall as promptly as practicable but in no event later than days before the delivery date for the GDS.
Payment for exercise of preemptive rights	The new common shares subscribed pursuant to the common share rights must be paid in cash or by wire transfer to the common shares agent no later than p.m. on , 2021, which is the last business day of the common shares subscription period. The new GDSs subscribed pursuant to the GDS rights must be paid by wire transfer or by certified or official bank check or money order to the GDS rights agent no later than p.m. on , 2021, which is the last business day of the GDS subscription period.
Payment for exercise of accretion rights	The new common shares subscribed pursuant to the accretion rights must be paid by wire transfer or by certified or official bank check or money order to the common share rights agent no later than p.m. on , 2021 which is the business day after the end of the common shares subscription period. The new GDSs subscribed pursuant to the accretion rights must be paid in cash, by wire transfer or by certified or official bank check or money order to the GDS rights agent no later than p.m. on , 2021 which is the last business day of the GDS subscription period.

Fractional common shares and GDSs	We will accept subscriptions for whole new common shares and new GDSs only and will round down any subscription submitted for fractional new common shares and fractional new GDSs to the nearest whole number of new common shares or new GDSs, as applicable.
Use of unsubscribed GDSsand common shares	After expiration of the common shares subscription period and the GDS subscription period, we may cancel the unsubscribed common shares or sell them to third parties at such times as our board of directors may determine. The price for such sales may not be more favorable to the purchaser than the price offered herein. We currently intend to offer any unsubscribed common shares to the public promptly after completion of this offering.
Issuance and delivery of new common shares and new GDSs	The new common shares and warrants acquired pursuant to the preemptive rights will be issued and made available on or about , 2021. The new GDSs and warrants acquired pursuant to the preemptive rights will be issued and made available as soon as practicable after the new common shares are deposited with the Depositary’s custodian in Argentina. The new common shares acquired pursuant to the accretion rights will be issued and made available on or about , 2021. The new GDS acquired pursuant to the accretion rights will be issued and made available as soon as practicable after the new common shares are deposited with the Depositary’s custodian in Argentina. We will register new common shares issued upon exercise of common share rights and related warrants in our share register as soon as practicable after our receipt of payment with respect to such exercise. Certificates representing the new common shares will be issued upon request. GDRs, if applicable, evidencing new GDSs, and the related warrants, will be made available to subscribing GDS holders as soon as practicable upon receipt by the Depositary (or its agents) of the new common shares subscribed for.
Transferability	Any holder of common share rights may transfer its common share rights. Common share rights will be eligible to trade on the BYMA from , 2021 to , 2021 but will not be eligible to trade on any securities exchange in the United States. The GDS rights will not be transferable. The Depositary may, to the extent permitted by applicable law, sell the common shares rights underlying the unexercised GDS rights on the BYMA. The proceeds from the sale of common shares rights underlying the unexercised GDS rights will be, to the extent permitted by applicable law, distributed to the GDS holders in U.S. dollars pursuant to the deposit agreement.

Combined offering	In connection with this rights offering, we intend to offer the unsubscribed common shares, if any, in the form of GDSs in the United States and other jurisdictions outside Argentina, provided certain conditions are met and our board of directors approves such subsequent offering. The price for such sale may not be more favorable for the purchaser than the price offered herein.
No exchanges of common share rights or GDS rights	You may not surrender GDS rights for the purpose of withdrawing rights to subscribe for common shares or deposit common share rights to obtain GDS rights.
Listing of common shares	The common shares are listed on the BYMA under the symbol “IRSA.” We have requested authorization to list the new common shares rights underlying the rights on the BYMA.
Listing of GDSs	The GDSs are listed on the New York Stock Exchange under the symbol “IRS.” We have requested authorization to list the new GDSs issuable pursuant to the GDS rights on the NYSE.
GDS rights agent	The Bank of New York Mellon
Common share rights agent	BACS Banco de Crédito y Securitización S.A.
Depositary	The Bank of New York Mellon
Blue Chip Swap Rate	The implied exchange rate between Pesos and U.S. dollars that results from dividing the closing price of IRSA’s common shares on ByMA as of a certain date by the closing price of IRSA’s GDSs on NYSE as of that same date, further divided by ten.
The Warrants
Maximum number of warrants	We will issue up to a maximum of warrants, assuming all of the common shares and GDS available for purchase in this rights offering are purchased. We will issue, free of charge: ● warrant to each holder of our common share rights for each new common share it purchases in the common share rights offering; and ● warrants to each GDS rights holder for each new GDS it purchases in the GDS rights offering.

Exercise of the warrants	To exercise the warrants, you must deliver to the warrant agent a properly completed purchase form, accompanied by a certificate of ownership, if any, and full payment of the exercise price by p.m. (New York City time) during the exercise periods referred to below. Upon exercise, each warrant will entitle the holder thereof to purchase of our common shares. The warrants will be exercisable after days following their issuance at any time prior to their expiration. GDS holders wishing to obtain additional GDSs upon exercise of their warrants must deposit the common shares acquired under the warrants with The Bank of New York Mellon, as our Depositary, to obtain GDSs in accordance with the terms of the deposit agreement. Unexercised warrants will not entitle their holders to any rights to vote at or attend our shareholders meetings or to receive any dividends in respect of our common shares. The number of our common shares for which, and the price at which, a warrant is exercisable are subject to adjustment upon the occurrence of certain events, as provided in the warrant agreement relating to the warrants. We will accept exercises of warrants for whole, new common shares only and will round down any warrant exercise submitted for fractional, new common shares to the nearest whole number of new common shares.
Exercise price	Each warrant will entitle its holder to purchase additional common shares for an exercise price of USD per common share that will be payable in U.S. dollars. warrants must be exercised to purchase each common share. If, as of the payment date of the warrant exercise price, payment in U.S. dollars is legally prevented in Argentina, holders of warrants will be entitled to pay the exercise price directly to us, in Pesos in an amount equal to the Peso equivalent of the U.S. dollar exercise price of the warrants determined on the basis of Blue Chip Swap Rate on the business day preceding the payment date of the exercise price of the warrants.
Expiration of warrants	The warrants will expire automatically and become void on , .
Transferability	Any holder of warrants may transfer its warrants at any time after the date of issuance. Warrants will be eligible to trade on the BYMA and we intend to have the warrants listed on the NYSE.
Shelf registration	We have agreed that until the earlier to occur of the exercise or expiration of all the warrants, we will keep a registration statement current with respect to the issuance of our common shares from time to time upon exercise of the warrants.

Listing	We have applied to have the warrants listed on the BYMA. We intend to have the warrants listed on the NYSE.
Warrant agent
Representative of the warrant agent in Argentina	BACS Banco de Crédito y Securitización S.A.
General
Use of proceeds	We currently expect the net proceeds from our rights offering to be approximately USD million after payment of estimated expenses (assuming all of the common shares and GDSs available for purchase in this rights offering will be purchased, and that none of the warrants will be exercised upon consummation of this offering). We intend to use the proceeds of the offering as follows: ● Acquisitions or investments in our line of business in Argentina, Latin America and/or other countries to the extent we believe such acquisitions or investments are consistent with our business strategy; and ● repayment of debt, working capital and for other general corporate purposes. The amount of proceeds we will receive from this offering will depend on the extent to which our shareholders elect to exercise their rights to subscribe for new common shares. The extent to which our shareholders elect to do so is beyond our control and cannot be predicted with certainty. If a significant percentage of our shareholders do not exercise their rights to subscribe for new common shares, our net proceeds could be materially less than the amount indicated above (which assumes that 100% of the common shares and GDSs available for purchase will be purchased). Although we are constantly evaluating investment opportunities, at this time we do not have any binding commitment to make any material investments not identified in this prospectus. Because several of the proposed investments above are uncertain at this time, the net proceeds from this offering may not be fully used in the short term. Until those investments are made, we intend to invest the net proceeds of this offering in high quality, liquid financial instruments. The allocation of the net proceeds from this offering will be influenced by prevailing market conditions from time to time, and as a result, we reserve the right to reallocate all or a portion of such anticipated uses to other uses we deem consistent with our strategy.
Outstanding common shares immediately before and after the preemptive rights offering	Immediately prior to this preemptive rights offering, our outstanding capital stock consists of approximately 578,676,460 common shares. Immediately after this preemptive rights offering, a total of common shares are expected to be outstanding (assuming all of the new common shares and GDSs available for purchase in this rights offering are purchased, and that none of the warrants are immediately exercised upon consummation of this offering).

Dividends	Under Argentine law, the declaration, payment and amount of dividends on the common shares are subject to the approval of the our shareholders and to certain requirements of Argentine law. Pursuant to the deposit agreement, holders of GDSs will be entitled to receive dividends, if any, declared on the common shares represented by such GDSs to the same extent as the holders of the common shares. Cash dividends will be paid in Pesos and, subject to applicable Argentine laws, regulations and approvals, to the extent that the Depositary can in its judgment convert Pesos (or any other foreign currency) into U.S. dollars on a reasonable basis and transfer the resulting U.S. dollars to the United States, will be paid to the holders of GDSs net of any dividend distribution fees, currency conversion expenses, taxes or governmental charges. See “Description of Capital Stock” and “Description of Global Depositary Receipts.”
Voting Rights	Holders of our common shares are entitled to one vote for each common share at any of our shareholders’ meeting. See “Description of Capital Stock.” Pursuant to the deposit agreement and subject to Argentine law and our bylaws, holders of GDSs are entitled to instruct the Depositary to vote or cause to be voted the number of common shares represented by such GDSs. See “Description of Global Depositary Receipts.”
Principal shareholders	Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria (“Cresud”), our largest shareholder and a company of which our director, Eduardo Elsztain, is the largest beneficial owner, has indicated to us that it intends to exercise all of its statutory preemptive rights and possibly some of its accretion rights in connection with this offering. See “Related Party Transactions” in our 2020 Form 20-F.
Information	Any questions or requests for assistance may be directed to: The Bank of New York Mellon, as GDS rights agent, at 240 Greenwich Street, New York, New York 10256, or by calling 1-800-507-9357, in the case of holders of GDSs, for information concerning the procedures for exercising the GDS rights, BACS Banco de Crédito y Securitización S.A., our common share rights agent, at Tucumán 1, 19th Floor, “A”, City of Buenos Aires, Argentina, or by calling +54 (11) 4329-4200, in the case of holders of our common shares, or IRSA Inversiones y Representaciones Sociedad Anónima, Carlos Della Paolera 261, C1001ADA Buenos Aires, Argentina, or by calling +54 (11) 4323-7400. For additional information concerning the common shares, the GDSs and the warrants, see “Description of Capital Stock,” “Description of Global Depositary Receipts” and “Description of Warrants.”

Risk factors	See “Risk Factors” in our 2020 Form 20-F for a discussion of certain significant risks you should consider before making an investment decision.
Business day	Any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in New York City, United States of America, or Buenos Aires, Argentina, are authorized or required by law to remain closed.
Timetable for the Offering
Publication of non-binding indicative subscription price range	, 2021
Common shares record date p.m. (Buenos Aires, Argentina time)	, 2021
GDS record date p.m. (New York City time)	, 2021
Common share rights commence trading on the BYMA	, 2021
Common shares subscription period	, 2021 to , 2021
GDS subscription period	, 2021 to , 2021
Publication of the definitive subscription price for the new common shares and the new GDSs	, 2021
Expiration date for holdersof GDS rights	, 2021
End of common share rights trading on the BYMA	, 2021
Expiration date of common shares subscription period	, 2021
Allocation of accretion rights	, 2021
Delivery date for new common shares pursuant to common share preemptive rights	On or about , 2021
Delivery date for new common shares pursuant to common share accretion rights	On or about , 2021
Delivery date for the new GDS pursuant to GDS preemptive rights	On or about , 2021
Delivery date for the new GDS pursuant to GDS accretion rights	On or about , 2021

	As of September 30, 2020
	Actual	As adjusted (1)
	(millions of ARS)
Total current borrowings	24,471
Total non-current borrowings	31,967
Total debt(2)	56,438

Shareholders’ equity
Attributable to equity holders of the parent:
Share capital	575
Treasury stock	4
Inflation adjustment of share capital and treasury stock	14,613
Share premium	15,653
Additional paid-in capital from treasury stock	104
Legal reserve (3)	522
Special reserve (4)	10,124
Other reserve	8,603
Retained earnings	20,177
Attributable to non-controlling interest:
Non-controlling interest	23,364
Total shareholders’ equity	93,739
Total capitalization	150,177

(1)	Assumes net proceeds of the rights offering of USD million resulting from the issuance of common shares, net of expenses, related to the rights offering.
(2)	Of our total debt is unsecured.
(3)	Under Argentine law, we are required to allocate 5% of our net income to a legal reserve until the amount of such legal reserve equals 20% of our outstanding capital.
(4)	Pursuant to a resolution of the Inspección General de Justicia, companies should indicate the intended use of the accumulated retained earnings balance of the period. Accordingly, we transferred the balance of accumulated retained earnings to a special reserve labeled as “Reserve for New Developments.” This reclassification has no impact on our total shareholders’ equity.

	Per Common Share	Per GDS(1)
Definitive subscription price	ARS	USD
Net tangible book value as of September 30, 2020	118.24	15.52
Increase in net tangible book value attributable to shareholders who exercise their common share rights
Pro forma net tangible book value per common share after this offering
Dilution of shareholders who exercise their common share rights
% of dilution to shareholders who exercise their common share rights		%

Expenses	Amount (in USD) Percentage of netproceeds of thisoffering (%)
U.S. Securities and Exchange Commission registration fee	USD%
NYSE listing fee
Printing, engraving and publication expenses
Legal fees and expenses	%
Accountant fees and expenses
Miscellaneous costs
Total	USD %

3.1	By-laws (Estatutos) of the registrant, which serve as the registrant’s articles of incorporation and by-laws, and an English translation thereof (incorporated by reference to the Registrant’s Annual Report on Form 20-F (File No. 1280-30982) filed with the SEC on October 31, 2019).
4.6	Form of Deposit Agreement (including the form of Global Depositary Receipt), dated May 24, 1994, as amended and restated as of December 12, 1994, as further amended and restated as of November 15, 2000, among the Registrant, the Bank of New York, as Depositary, and the holders from time to time of Global Depositary Receipts issued thereunder (incorporated by reference to the Registrant’s Registration Statement on Form F-6 (File No. 33-86794) filed with the SEC on November 28, 1994).
4.7*	Form of Warrant Agreement between the Registrant and the warrant agent.
5.1*	Opinion of Zang, Bergel & Viñes as to the validity of the common shares of the registrant and the common share rights.
5.2*	Opinion of Simpson Thacher & Bartlett LLP as to the validity of the warrants.
21.1	Subsidiaries of the Registrant.
23.1	Consent of Price Waterhouse & Co. S.R.L.
23.2*	Consent of Zang, Bergel & Viñes (included in Exhibit 5.1).
23.3*	Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.2).
24.1	Powers of Attorney (included on the signature pages hereto).

Name	Title
/s/ Eduardo S. Elsztain	Chairman of the Board of Directors
Name: Eduardo S. Elsztain	(Principal Executive Officer)
/s/ Matías I. Gaivironsky	Chief Financial and Administrative Officer
Name: Matías I. Gaivironsky	(Principal Financial and Accounting Officer)
/s/ Saúl Zang	First Vice-Chairman of the Board of Directors
Name: Saúl Zang
/s/ Alejandro G. Elsztain	Second Vice-Chairman of the Board of Directors
Name: Alejandro G. Elsztain
/s/ Fernando A. Elsztain	Director
Name: Fernando A. Elsztain
Cedric D. Bridger	Director
Name: Cedric D. Bridger
/s/ Marcos Fischman	Director
Name: Marcos Fischman
Mauricio E. Wior	Director
Name: Mauricio E. Wior
/s/ Daniel Ricardo Elsztain	Director
Name: Daniel Ricardo Elsztain
/s/ Oscar Pedro Bergotto	Director
Name: Oscar Pedro Bergotto
Demian Brener	Director
Name: Demian Brener
Maria Julia Bearzi	Director
Name: Maria Julia Bearzi
Liliana L. De Nadai	Director
Name: Liliana L. De Nadai
Authorized Representative in the United States
/s/ Donald J. Puglisi	Authorized U.S. Representative
Name: Donald J. Puglisi	Puglisi & Associates