Irsa Investments & Representations Inc 6-K, filed Jun 15, 2023
Irsa Investments & Representations Inc (IRS)
6-K
2023-06-15
For: 2023-06-15
View Original
Added on
April 08, 2026
About this 6-K
Irsa Investments & Representations Inc filed this 6-K on June 15, 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 June, 2023
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, directly
affecting the interests of the Company’s
shareholders.
Consequently,
the Board of Directors based on the aforementioned arguments, with
the absence of 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 5,000,000,000.
(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 8.00 per GDS and up to a maximum value in Pesos of
ARS 425 per Share.
(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 March 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 March 31, 2023, the Company had
issued 811,122,208 ordinary shares with ARS 1,00 nominal value,
with the right to one vote per share and 6,552,405,000 shares
approved on April 27, 2023 by the Ordinary and Extraordinary
General Shareholders' Meeting, derived from the capital increase by
the issuance of shares that will be issued at the time of
finalization of the public offering authorization, thus totaling a
capital of ARS 7,363,527,208. Subsequently, and in accordance with
the exercise of warrants between May 17 and 25, 2023, 15,249 common
shares were issued with a nominal value of ARS 1, for which the
capital stock to date amounts to ARS 811,137,457.
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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June 15,
2023
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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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