Irsa Investments & Representations Inc 6-K, filed Mar 21, 2024
Irsa Investments & Representations Inc (IRS)
6-K
2024-03-21
For: 2024-03-20
View Original
Added on
April 08, 2026
About this 6-K
Irsa Investments & Representations Inc filed this 6-K on March 21, 2024.
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 March, 2024
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
To make
such decision, the Board of Directors has considered the economic
and market situation, as well as the discount of the current share
price in relation to the fair value of the assets, determined by
independent appraisers, and its objective is to strengthen the
shares and reduce the fluctuations in the market value, that does
not reflect the real economic value of the assets.
Consequently,
the Board of Directors based on the aforementioned arguments, with
no objections from the Audit Committee and the favorable opinion of
the Supervisory Committee and independent accountant, has arranged
for the Company to acquire its own shares under the terms of
Article 64 of the Law Nº 26,831 and the CNV Regulations. In
line with this, the Board of Directors has established the
following terms and conditions for the acquisition of own shares
issued by the Company:
(i)
Maximum amount of
the investment: Up to ARS 6,500,000,000.
(ii)
Maximum number of
shares to be acquired: Up to 10% of the capital stock of the
Company, as established by the applicable laws and
regulations.
(iii)
Daily limitation on
market transactions: In accordance with the applicable regulation,
the limitation will be up to 25% of the average volume of the daily
transactions for the Shares and ADS in the markets during the
previous 90 days.
(iv)
Payable
Price: Up to USD 11.00 per GDS and up to a maximum value in Pesos
of ARS 1,250 per Share. The maximum price
may be modified by the Board of Directors, and both the National
Securities Commission (“CNV”) and the market must be
informed.
(v)
Period
in
which the acquisitions will take place: until 180 days, beginning
the day following to the date of publication of the information in
the Daily Bulletin of the Buenos Aires Stock Exchange ("BCBA"), by
account and order of Bolsas y Mercados Argentinos SA ("BYMA") in
accordance with the delegation of powers established in Resolution
No. 18,629 of the CNV, subject to any renewal or extension of the
term, which will be reported to the investing public.
(vi)
Origin
of the
Funds: The acquisitions will be made with realized and liquid
earnings pending of distribution of the Company and/or freely
available reserves and/or facultative reserves. The Company has the
liquidity to make the acquisitions without affecting its solvency
as follows from the quarterly financial statements of the Company
as of December 31, 2023, and the reports of the independent
accountant and the Supervisory Committee, made for this
purpose.
(vii)
Outstanding
Shares: For informational
purposes, it is reported that as of December 31, 2023, the Company
had issued 736,822,824 ordinary shares with ARS 10.00 nominal
value, with the right to one vote per share totaling a capital sock
of ARS 7,368,228,240. Subsequently, as approved by the Board of
Directors' meeting held on this date, pursuant to the exercise of
warrants in the period
between February 17 and 25, 2024, 2,079,458 book-entry ordinary
shares with a nominal value of ARS 10 were issued, bringing the
number of shares issued to 738,902,282 ordinary shares of VN ARS
10.00, and the stock capital of the Company amounts to ARS
7,389,022,820, leaving a total of 77,624,512 warrants
outstanding.
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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March 20,
2024
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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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