Irsa Investments & Representations Inc F-3/A, filed Apr 14, 2021
Irsa Investments & Representations Inc (IRS)
F-3/A
2021-04-14
View Original
Added on
October 16, 2026
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference in this
Amendment No.2 to the Registration Statement on Form F-3
(No. 333-251905) of IRSA Inversiones y Representaciones Sociedad
Anónima of our report dated January 5, 2021 relating to the
financial statements, financial statement schedule and the
effectiveness of internal control over financial reporting, which
appears in IRSA Inversiones y Representaciones Sociedad
Anónima’s Form 6-K dated January 5, 2021. We also
consent to the reference to us under the heading
“Experts” in such Registration
Statement.
/s/
PRICE WATERHOUSE & Co. S.R.L
By:
/s/ Walter Rafael Zablocky
(Partner)
Walter
Rafael Zablocky
Buenos
Aires, Argentina
April
14, 2021
As filed with the U.S. Securities and Exchange Commission on April
14, 2021
Registration
No. 333-251905
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Pre-Effective Amendment No. 2 to
FORM
F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
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)
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The Republic of Argentina
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Not Applicable
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification No.)
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Carlos Della Paolera 261
(C1001ADA)
Ciudad Autónoma de Buenos Aires, Argentina
Tel.
+54 (11) 4323-7400
(Address
and telephone number of registrant’s principal executive
offices)
Puglisi & Associates
850
Library Avenue
P.O.
Box 885
Newark,
DE 19715
(Name,
address and telephone number of agent for service)
Copies to:
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Jaime Mercado, Esq.Simpson Thacher & Bartlett LLP425 Lexington
AvenueNew York, New York 10017(212) 455-2000
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Approximate date of
commencement of proposed sale to the public: As soon as practicable
after the effective date of this Registration
Statement.
If only
securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the
following box. ☐
If any
of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this
Form is a registration statement pursuant to General Instruction
I.C. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following box. ☐
If this
Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.C. filed to register
additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box.
☐
Persons
who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently
valid OMB SEC 1983 (05-19) control number.
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933. ☐ Emerging growth company
If an
emerging growth company that prepares its financial statements in
accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards†
provided pursuant to Section 7(a)(2)(B) of the Securities Act.
☐
†
The term “new or revised financial accounting standard”
refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5,
2012.
Calculation of Registration Fee
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Title
of each class of securitiesto be registered
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Amount
tobe registered
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Proposed
maximumaggregate price per common share
(1)(5)
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Proposed
maximumaggregate offeringprice (1)(5)
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Amount
ofregistration fee(6)
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Common shares,
Ps.1.00 par value per share (including common shares represented by
Global depositary shares) (“GDSs”) (2)(3)
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80,000,000
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$US0.396
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US$31,680,000
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$US3,456.3
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Rights to subscribe
for common shares (and GDSs)(3)(4)
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80,000,000
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None
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None
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None
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Warrants to
purchase common shares (and GDSs)(4)
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80,000,000
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None
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None
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None
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Common shares,
Ps.1.00 par value per share, and GDSs issuable upon exercise of
warrants(4)
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80,000,000
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$US0.475
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US$38,000,000
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$US4,145.8
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(1)
Proposed maximum
aggregate price per common share calculated, solely for purposes of
determining the SEC registration fee, on the basis of the closing
prices of the GDSs on the NYSE on April 9, 2021, divided by
10.
(2)
Includes common
shares that may be represented by GDSs offered and sold to holders
of GDS rights. This amount also includes common shares that are to
be offered in Argentina and elsewhere outside the United States but
may be resold from time to time in the United States during the
distribution.
(3)
GDSs issuable upon
deposit of common shares registered hereby have been registered
under a separate Registration Statement on Form F-6 (Registration
No. 333-134633).
(4)
No separate
consideration will be received by the registrant for the rights to
subscribe for common shares, the rights to subscribe for GDSs
evidencing common shares or the warrants prior to their
exercise.
(5)
Proposed maximum
aggregate price per common share calculated, solely for purposes of
determining the SEC registration fee, on the basis of 105% of the
closing prices of the GDSs on the NYSE on April 9, 2021, divided by
10.
(6)
Previously
paid.
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933, as amended, or until the Registration Statement shall become
effective on such date as the U.S. Securities and Exchange
Commission, acting pursuant to said Section 8(a), may
determine.
EXPLANATORY NOTE
This
Amendment No. 2 to the Registration Statement on Form F-3 is being
filed solely for the purpose of filing Exhibit 23.1 to such
Registration Statement as indicated in Item 9 of Part II. No change
is made to the preliminary prospectus constituting Part I of this
Registration Statement or Items 8 or 10 of Part II of this
Registration Statement. Accordingly, the preliminary prospectus
constituting Part I of this Registration Statement has not been
included herein.
1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item
8.
Indemnification
of Directors and Officers
Neither
the laws of Argentina nor the Registrant’s by-laws or other
constitutive documents provide for indemnification of directors or
officers of the Registrant. The Registrant maintains
directors’ and officers’ liability insurance covering
its directors and executive officers with respect to general civil
liability, including liabilities under the Securities Act, which he
or she may incur in his or her capacity as such.
Item
9.
Exhibits
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3.1
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4.6
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4.7*
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5.1*
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5.2*
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8.1*
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8.2*
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21.1*
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23.1**
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23.2
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23.3
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24.1
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*
Previously
filed.
**
Filed
herewith.
Item
10.
Undertakings
The
undersigned Registrant hereby undertakes:
(1)
To file, during any
period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i)
To include any
prospectus required by section 10(a)(3) of the Securities Act of
1933;
2
(ii)
To reflect in the
prospectus any facts or events arising after the effective date of
the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
(§ 230.424(b) of this chapter) if, in the aggregate, the
changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the
effective registration statement.
(iii)
To include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration
statement;
Provided, however, That:
(A)
Paragraphs
(a)(1)(i) and (a)(1)(ii) of this section do not apply if the
registration statement is on Form S-8 (§ 239.16b of this
chapter), and the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by
reference in the registration statement; and
(B)
Paragraphs
(a)(1)(i), (ii), and (iii) of this section do not apply if the
registration statement is on Form S-1 (§ 239.11 of this
chapter), Form S-3 (§ 239.13 of this chapter), Form SF-3
(§ 239.45 of this chapter) or Form F-3 (§ 239.33 of this
chapter) and the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by
reference in the registration statement, or, as to a registration
statement on Form S-3, Form SF-3 or Form F-3, is contained in a
form of prospectus filed pursuant to § 230.424(b) of this
chapter that is part of the registration statement.
(C)
Provided further, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is for an
offering of asset-backed securities on Form SF-1 (§ 239.44 of
this chapter) or Form SF-3 (§ 239.45 of this chapter), and the
information required to be included in a post-effective amendment
is provided pursuant to Item 1100(c) of Regulation AB (§
229.1100(c)).
(2)
That, for the
purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3)
To remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination
of the offering.
3
(4)
If the registrant
is a foreign private issuer, to file a post-effective amendment to
the registration statement to include any financial statements
required by Item 8.A of Form 20-F (§ 249.220f of this chapter)
at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required
by Section 10(a)(3) of the Act (15 U.S.C. 77j(a)(3)) need not be
furnished, provided that the registrant includes in the prospectus,
by means of a post-effective amendment, financial statements
required pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the prospectus is
at least as current as the date of those financial statements.
Notwithstanding the foregoing, with respect to registration
statements on Form F-3 (§ 239.33 of this chapter), a
post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Act
or Item 8.A of Form 20-F if such financial statements and
information are contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
(5)
That, for the
purpose of determining liability under the Securities Act of 1933
to any purchaser:
(i)
If the registrant
is relying on Rule 430B (§ 230.430B of this
chapter):
(A)
Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) (§
230.424(b)(3) of this chapter) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement;
and
(B)
Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
(§ 230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part
of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§
230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of
providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included
in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of
the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date;
or
(ii)
If the registrant
is subject to Rule 430C (§ 230.430C of this chapter), each
prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A (§ 230.430A of this chapter), shall be
deemed to be part of and included in the registration statement as
of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such
4
first
use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such date of first use.
(iii)
If the registrant
is relying on § 230.430D of this chapter:
(A)
Each prospectus
filed by the registrant pursuant to § 230.424(b)(3) and (h) of
this chapter shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(B)
Each prospectus
required to be filed pursuant to § 230.424(b)(2), (b)(5), or
(b)(7) of this chapter as part of a registration statement in
reliance on § 230.430D of this chapter relating to an offering
made pursuant to § 230.415(a)(1)(vii) or (a)(1)(xii) of this
chapter for the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 (15 U.S.C. 77j(a))
shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As
provided in § 230.430D of this chapter, for liability purposes
of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date;
or
(6)
That, for the
purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution
of the securities:
The
undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities
to such purchaser:
(i)
Any preliminary
prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424 (§
230.424 of this chapter);
(ii)
Any free writing
prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii)
The portion of any
other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
(iv)
Any other
communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
5
(7)
If the registrant
is relying on § 230.430D of this chapter, with respect to any
offering of securities registered on Form SF-3 (§ 239.45 of
this chapter), to file the information previously omitted from the
prospectus filed as part of an effective registration statement in
accordance with §§ 230.424(h) and 230.430D of this
chapter.
6
SIGNATURES
Pursuant to the
requirements of the U.S. Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form F-3 an has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Buenos
Aires, Republic of Argentina, on April 14, 2021.
IRSA
INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA
By:
/s/ Eduardo S.
Elsztain
Name:
Eduardo S.
Elsztain
Title:
Chairman of the
Board of Directors
Pursuant to the
requirements of the U.S. Securities Act of 1933, this Registration
Statement has been signed by the following persons in the
capacities indicated below on April 14, 2021. Each person whose
signature appears below hereby appoints Saúl Zang and
Alejandro G. Elsztain, and each of them singly, such person’s
true and lawful attorneys, with full power to them and each of them
to sign, for such person and in such person’s name and
capacity indicated below, any and all amendments and post-effective
amendments to this Registration Statement, and generally to do all
things in their names in their capacities as officers and directors
to enable the registrant to comply with the provisions of the U.S.
Securities Act of 1933 and all requirements of the
SEC.
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Name
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Title
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/s/
Eduardo S. Elsztain
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Chairman
of the Board of Directors
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Name:
Eduardo S. Elsztain
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(Principal
Executive Officer)
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/s/
Matías I. Gaivironsky
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Chief
Financial and Administrative Officer
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Name:
Matías I. Gaivironsky
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(Principal
Financial and Accounting Officer)
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/s/
Saúl Zang
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First
Vice-Chairman of the Board of Directors
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Name:
Saúl Zang
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/s/
Alejandro G. Elsztain
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Second
Vice-Chairman of the Board of Directors
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Name:
Alejandro G. Elsztain
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*
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Director
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Name:
Fernando A. Elsztain
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Cedric
D. Bridger
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Director
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Name:
Cedric D. Bridger
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*
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Director
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Name:
Marcos Fischman
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7
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Mauricio
E. Wior
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Director
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Name:
Mauricio E. Wior
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*
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Director
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Name:
Daniel Ricardo Elsztain
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*
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Director
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Name:
Oscar Pedro Bergotto
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Demian
Brener
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Director
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Name:
Demian Brener
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Maria
Julia Bearzi
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Director
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Name:
Maria Julia Bearzi
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Liliana
L. De Nadai
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Director
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Name:
Liliana L. De Nadai
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* By:
/s/ Alejandro G. Elsztain
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Name:
Alejandro G. Elsztain,
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as
Attorney-in-Fact
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Authorized
Representative in the United States
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/s/
Donald J. Puglisi
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Authorized
U.S. Representative
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Name:
Donald J. Puglisi
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Puglisi
& Associates
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8