Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
06 Novembre 2024 - 3:27AM
Edgar (US Regulatory)
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
November,
2024
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
November 5, 2024, the Company reported that in compliance with
Section 63 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
|
|
|
09/30/2024
|
09/30/2023
|
|
Results of the fiscal year
|
(109,035)
|
250,538
|
|
Attributable to: |
|
|
|
Shareholders
of the controlling company
|
(105,646)
|
238,061
|
|
Non-controlling
interest
|
(3,389)
|
12,477
|
|
|
|
|
|
2. Other comprehensive income for the fiscal
year
|
in million of ARS
|
|
|
09/30/2024
|
09/30/2023
|
|
Other comprehensive income for the fiscal year
|
(497)
|
(1,037)
|
|
Attributable to:
|
|
|
|
Shareholders
of the controlling company
|
(285)
|
(1,006)
|
|
Non-controlling
interest
|
(212)
|
(31)
|
|
|
|
|
|
3. Total comprehensive income for fiscal year
|
in million of ARS
|
|
|
09/30/2024
|
09/30/2023
|
|
Total comprehensive for fiscal year
|
(109,532)
|
249,501
|
|
Attributable to:
|
|
|
|
Shareholders of the controlling
company
|
(105,931)
|
237,055
|
|
Non-controlling
interest
|
(3,601)
|
12,446
|
|
|
|
|
|
4. Equity details
|
in million of ARS
|
|
|
09/30/2024
|
09/30/2023
|
|
Share
Capital
|
7,120
|
7,220
|
|
Treasury
shares
|
349
|
144
|
|
Comprehensive
adjustment of capital stock and of treasury shares
|
366,751
|
366,736
|
|
Warrants
|
23,420
|
26,084
|
|
Share
Premium
|
539,468
|
533,398
|
|
Premium
for trading of treasury shares
|
(11,556)
|
2,091
|
|
Legal
Reserve
|
|
41,808
|
|
Special
Reserve (Resolution CNV 609/12)
|
207,970
|
207,970
|
|
Cost
of treasury share
|
(45,831)
|
(19,229)
|
|
Reserve
for future dividends
|
|
37,431
|
|
Reserve
for conversion
|
(3,554)
|
(219)
|
|
Special
Reserve
|
65,122
|
129,616
|
|
Other
reserves
|
(105,033)
|
(104,996)
|
|
Retained
earnings
|
(90,172)
|
511,947
|
|
Shareholders’ Equity attributable to controlling
company’s shareholders
|
1,089,615
|
1,740,001
|
|
Non-controlling
interest
|
75,902
|
100,879
|
|
Total shareholder's equity
|
1,165,517
|
1,840,880
|
Pursuant to Article
63 paragraph l) sections 6) and 8) of the next Regulation, we
inform that at the closing date of the financial statements, the
share capital of the Company is ARS 7,468,931,420 (including
treasury shares) represented by 746,893,142 non-endorsable
nominative ordinary shares of Nominal Value ARS 10
each with the right
to 1 vote each which are as of
today duly registered which is divided
into 741,459,162 non-endorsable nominative ordinary shares of
Nominal Value 10 ARS each with the right to 1 vote each and
5,433,980 non-endorsable
nominative ordinary shares of Nominal Value 10 ARS each with the
right to 1 vote each in registration process. The amount of
outstanding shares is 711,949,511.
The Company's market capitalization as of September 30, 2024 was
approximately USD 850 million (74,689,314 GDS with a price per GDS
of USD 11.38).
The
main shareholder of the Company is Cresud S.A.C.I.F. y A. (Cresud)
with 397,831,498 shares directly and indirectly (through Helmir
S.A.), which represents 55.88% of the share capital (net of
treasury shares). Cresud is a company incorporated and registered
with the General Inspection of Justice domiciled at Carlos Della
Paolera 261, 9th floor, Autonomous City of Buenos Aires,
Argentina.
We
also inform that as of September 30, 2024, subtracting the direct
and indirect ownership of Cresud and the treasury shares, the
remaining shareholders held the amount of 314,118,013 common
shares, with a nominal value of ARS 10 each and one vote per share
from the Company that represents 44.12% 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. 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, the number of outstanding
warrants is 71,510,561.
In
the case that all warrants were converted, the number of shares
issued and subscribed would increase to
840,357,445
(considering the
current conversion ratio of 1.3070 shares of nominal value ARS 10
per option). 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 64,885,526 ordinary shares, which would
mean a 57.45% stake on the share capital (net of treasury shares),
it corresponds to 462,717,024 ordinary shares.
Among the news of the period ended on September 30, 2024, and
subsequent, the following can be highlighted:
●
The
net
result for the first quarter of fiscal year 2025 recorded a loss of
ARS 109,135 million compared to a gain of ARS 250,538 million in
the same period of the previous year, mainly due to the loss
recorded due to changes in the fair value of investment properties.
This is an accounting effect that does not involve cash
movements.
●
Real tenant sales
in Shopping Centers recovered slightly compared to previous
quarters, although they fell 12.1% compared to the first quarter of
fiscal year 2024. The adjusted EBITDA of the segment reached ARS
41,116 million, in line with the same quarter of the previous
year.
●
The average
occupancy of the premium office portfolio rose to 97.9% in the
quarter mainly due to the improvement in the occupancy of Dot
Building.
●
The Hotels segment
reduced its income and occupancy levels in the first quarter of
fiscal year 2025 compared to 2024 due to lower exchange
competitiveness in Argentina.
●
During the quarter
we acquired a property adjacent to the Alto Avellaneda shopping
center for its future expansion for USD 12.2 million and
subsequently, we sold an additional floor of the Della Paolera 261
building for USD 7.1 million.
●
On October 28,
2024, the Shareholders' Meeting approved the distribution of a cash
dividend of ARS 90,000 million (dividend yield 8%) and own shares
in the portfolio, representing approximately 3.6% of the stock
capital.
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
|
|
|
|
|
|
By:
|
/S/ Saúl
Zang
|
|
|
|
|
Name:
Saúl Zang
|
|
|
|
|
Title:
Responsible for the Relationship with the Markets
|
|
Dated: November 5,
2024
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