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, 2017
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)
Bolívar
108
(C1066AAB)
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
Attached is the
English translation of the summary of the letter dated November 22,
2017, filed by the Company with the Bolsa de Comercio de Buenos Aires
and theComisión Nacional de
Valores.
By letter dated November 22,
2017, the
company informed that continuing with what was
reported in the material facts dated May 26, 2017, August 22 of
2017, September 20, 2017 and in our financial statements as of June
30, 2017 regarding the Law for Promotion of Competition and
Reduction of Concentration (“Concentration Law”), that
established the obligation to readjust the corporate structure of
IDB Development Corporation Ltd. ("IDBD"), decreasing the number of
layers between companies before the end of 2017, in order to
communicate in compliance with the dispositions of the
aforementioned law, Dolphin IL Investment Ltd. (Dolphin), a company
indirectly controlled by IRSA, which holds a 98.65%, has subscribed
the final documents for the acquisition of the total shares owned
by IDB Development Corporation Ltd. ("IDBD") in Discount Investment
Corporation Ltd. ("DIC"), which include the share purchase
agreement, the bond and the related documents.
The
transaction has been made for an approximate price of NIS 17.20 per
share of DIC. The payment was financed by IDBD to Dolphin with
guarantee of the purchased shares, without any recourse to IRSA,
maturing in five years, with the possibility of an extension of
three additional years in tranches of one year each, that will
accrue an initial interest of 6.5% annually, which will increase by
1% annually in case of extension for each year. In addition to
these payment conditions the payment of NIS 70 million in cash is
added. Furthermore, guarantees have been implemented for IDBD, for
IDBD bondholders and their creditors, through pledges of different
degree of privilege over DIC shares resulting from the purchase.
Moreover, a pledge will be granted in relation to 9,636,097
(equivalent to 6.38%) of the shares of DIC that Dolphin currently
holds in the first degree of privilege in favor of IDBD and in
second degree of privilege in favor of IDBD's
creditors.
The
previous and resulting structure of the IDBD transaction is as
follows:
The
proposal has been endorsed by the Committee of Independent
Directors formed for this transaction and the Audit Committee, who
was consulted in the terms of article 72 and following of the
Capital Market Law No. 26,831, has no objections regarding the
operation under comment, the aforementioned statement is available
for Shareholders at the corporate headquarters.
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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By:
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/S/ Saúl
Zang
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Name:
Saúl Zang
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Title:
Responsible of relationship with the markets
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Dated: November
22, 2017