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 May, 2019
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
⌧
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 May 2, 2019,
filed by the Company with the Bolsa de Comercio de Buenos Aires
and the Comisión Nacional de
Valores.
By
letter dated May 2, 2019, IRSA Inversiones y Representaciones
Sociedad Anónima ("IRSA" or the "Company"),
in relation to IDB Development Corporation Ltd. ("IDBD") stake in
Clal Insurance Enterprise Holdings Ltd. ("Clal") and the
instructions given by the Capital Markets, Insurance and Savings
Commission of Israel ("Commissioner") to the trustee to continue
working on the sale scheme of 5% of the shares of Clal Insurance
Enterprises, before May 4, 2019, reports the
following information:
On May
2, 2019, IDBD has entered into sale agreements with two unrelated
third parties (the “Buyers”), according to which each
of the Buyers will acquire shares of Clal which constitute
approximately 4.99% of its issued capital, in consideration of a
cash payment of NIS 47.7 per share. Additionally, each of the
Buyers was given an option to acquire additional shares of Clal for
approximately 3% of its issued capital, for a period of 120 days,
subject to the receipt of a holding permit, at a price of NIS 50
per share. IDBD also engaged, on May 2, 2019, in an agreement with
a third unrelated buyer (the “Additional Buyer”), according to
which the Additional Buyer will receive an option, valid for a
period of 50 days, to acquire shares of Clal representative of
approximately 4.99% of its issued capital (and no less than 3% of
its issued capital), in consideration of NIS 47.7 per share.
Subject to the exercise of the option by the Additional Buyer, the
price will be paid by the Additional Buyer 10% in cash and the
remainder will be paid through a loan which will be provided to the
Additional Buyer by IDBD and/or by a related entity thereof and/or
by a banking corporation and/or financial institution, under
conditions which were agreed upon.
The
Agreements include, inter alia, an undertaking by the Buyers and
the Additional Buyer not to sell the acquired shares during
agreed-upon periods. It is hereby clarified that each of the
Buyers, and the Additional Buyer, have declared and undertaken
towards IDBD that no arrangements or understandings exist between
them and the other buyers and/or the Additional Buyer (as
applicable) regarding the joint holding of the shares of Clal which
form the subject of the Agreements.
The
total scope of the shares of Clal which may be acquired by the
aforementioned three buyers, insofar as the three agreements will
be completed, and the options thereunder exercised, amounts to
approximately 18% of the issued capital of Clal Insurance
Enterprises.
The
Company’s engagement in the aforementioned agreements has
been approved by IDBD's Board of Directors.
Regarding
swap transactions which were executed by IDBD with respect to
shares of Clal, IDBD has requested the Commissioner to provide his
consent for the update of the terms, in a manner which will allow
the execution of the sale of shares of Clal which forms the subject
of the swap transactions through over the counter transactions, to
a particular buyer (instead of sale through distribution of the
shares), and which will also allow IDBD to instruct the financial
entities through which the swap transactions were executed to
execute the sales to the Buyers and to the Additional
Buyer.
Regarding
the administrative petition which was filed by the Trustee for the
debentures (Series I) with the District Court of Jerusalem (the
“Court”),
against the Commissioner, the Trustee and IDBD, in which the Court
was requested, inter alia, to order the Commissioner and the
Trustee to suspend the sale of shares of Clal, IDBD hereby
clarifies that insofar as the requested interim injunction is not
issued, it intends to comply with the Commissioner’s
instruction through the shares of Clal which are held by the
Trustee; and insofar as the Court accepts the motion for an Interim
Injunction, and suspends the sale which forms the subject of the
Trustee’s instruction, the Company will work to advance to an
earlier date the termination of the swap transactions, in order to
execute them in accordance with the Agreements.
It is
hereby clarified that the completion and execution of the
Agreements are subject to the fulfillment of suspensory conditions,
including the Commissioner’s agreement, as specified above,
and there is no certainty that such agreement will be given in
general, or within the timetable specified in the
Commissioner’s instruction.
As of
today's date, IDBD's holding in Clal Insurance Enterprises amounts
to 25.3% of its share capital (approximately 20.3% through a
trustee) and the company owns an additional 28.9% through swap
transactions.
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: May 2,
2019