form6k.htm
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 February, 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
x
IRSA
INVERSIONES Y REPRESENTACIONES SOCIEDAD
ANÓNIMA
(THE
“COMPANY”)
REPORT
ON FORM 6-K
By letter dated
February 28, 2019, 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. Results of the period
|
in million ARS
|
|
|
12/31/2018
|
12/31/2017
|
|
Results of the period (nine-month period)
|
(5,447)
|
12,120
|
|
Attributable to:
|
|
|
|
Shareholders
of the controlling company
|
(5,271)
|
9,762
|
|
Non-controlling
interest
|
(176)
|
2,358
|
|
|
|
|
|
2. Other integral results of the period
|
in million ARS
|
|
|
12/31/2018
|
12/31/2017
|
|
Other integral results of the period (nine-month
period)
|
244
|
(4,415)
|
|
Attributable to:
|
|
|
|
Shareholders
of the controlling company
|
(187)
|
(1,652)
|
|
Non-controlling interest
|
431
|
(2,763)
|
|
|
|
|
|
3. Total integral results of the period
|
in million ARS
|
|
|
12/31/2018
|
12/31/2017
|
|
Total integral results of the period (nine-month
period)
|
(5,203)
|
7,705
|
|
Attributable to:
|
|
|
|
Shareholders
of the controlling company
|
(5,458)
|
8,110
|
|
Non-controlling interest
|
255
|
(405)
|
|
|
|
|
|
4. Equity details
|
in million ARS
|
|
|
12/31/2018
|
12/31/2017
|
|
Share
Capital
|
575
|
575
|
|
Treasury
shares
|
4
|
4
|
|
Comprehensive
adjustment of capital stock and of treasury shares
|
7,512
|
7,509
|
|
Additional
paid-in capital
|
8,336
|
8,336
|
|
Premium
for trading of treasury shares
|
45
|
43
|
|
Legal
Reserve
|
278
|
278
|
|
Special
Reserve (Resolution CNV 609/12)
|
5,390
|
5,390
|
|
Cost
of treasury share
|
(104)
|
(108)
|
|
Changes in
non-controlling interest
|
(3,033)
|
(2,794)
|
|
Reserve
for share-based payments
|
128
|
134
|
|
Reserve
for future dividends
|
970
|
970
|
|
Revaluation
Surplus
|
60
|
-
|
|
Reserve
for conversion
|
464
|
964
|
|
Special
Reserve
|
40,955
|
3,435
|
|
Reserve
for coverage instruments
|
30
|
11
|
|
Reserve
for defined benefit plans
|
(178)
|
(123)
|
|
Other
subsidiary reserves
|
61
|
61
|
|
Retained
earnings
|
(19,169)
|
22,906
|
|
Shareholders’ Equity attributable to controlling
company’s shareholders
|
42,324
|
47,591
|
|
Non-controlling
interest
|
48,871
|
40,588
|
|
Total shareholder's equity
|
91,195
|
88,179
|
|
5. Adjustments of previous results
|
in million ARS
|
|
|
12/31/2018
|
|
Change in the valuation method of investment
properties
|
(191)
|
|
Attributable to:
|
|
|
Shareholders
of the controlling company
|
(188)
|
|
Non-controlling
interest
|
(3)
|
Pursuant to Article
62 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 578,676,460 (including treasury
shares) which is divided into 578,676,460 non-endorsable nominative
ordinary shares of 1 Nominal Value 1 ARS each with the right to 1
vote each.
The main
shareholder of the Company is Cresud S.A.C.I.F. y A. (Cresud) with
366,788,243 shares directly and indirectly (through Helmir S.A.),
which represents 63.74% of the share capital (the treasury shares
are subtracted). Cresud is our ultimate controlling entity and is a
company incorporated and domiciled in the Argentine Republic. The
address of its registered office is Moreno 877, 23rd floor,
Autonomous City of Buenos Aires, Argentina.
We also inform that
on December 31, 2018, subtracting the direct and indirect ownership
of Cresud and the treasury shares, the remaining shareholders held
the amount of 208,675,558 nominative non-endorsable ordinary shares
of 1 Nominal Value 1 ARS each with the right to 1 vote each from
the Company that represents 36.26% of the issued share
capital.
As of December
31,2018 there are no convertible options or negotiable obligations
in circulation to acquire our shares.
Among the news of
the period ended on December 31, 2018, the following can be
highlighted:
●
From this quarter
onwards, the Company releases its Financial Statements adjusted for
inflation according to the rule IAS 29 and
local regulations that set that companies using
the Argentine peso as their functional currency must
release Financial Statements adjusted for inflation since December
31, 2018. Thus, all non-monetary assets and liabilities, the
Equity, as well as all comparative figures for previous quarters or
fiscal years, have been adjusted to constant currency as of
December 31, 2018.
●
Net result for the
6 month period of fiscal year 2019 reached a loss of
ARS 5,447.0 million, 144.9% lower than the gain registered in
the same period of 2018, mainly explained by lower results from
changes in the fair value of investment properties in Argentina
Business Center.
●
Adjusted EBITDA for
the six-month period of FY 2019 was ARS 8,628 million (ARS 2,527
million from Argentina Business Center and ARS 6,101 million from
Israel Business Center), decreasing by 13.1% with respect to the
same period of FY 2018.
●
Adjusted EBITDA of
the rental segments in Argentina grew by 6.2% compared to the same
period of previous fiscal year, mainly driven by the office and
hotel segments, which have income in dollars, partially offset by a
decrease of 9.8% in the shopping malls segment.
●
We reached 95%
occupancy in shopping centers, 90% in offices and 68.5% in our
hotels´ portfolio.
●
On November 2018,
we have distributed a dividend in kind with shares of IRSA
Commercial Properties for the sum of ARS 1,412 million
(0.0110911403208 shares IRCP/share IRSA and 0.110911403208 IRCP
shares/IRSA ADR). Dividend yield 5%.
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
|
|
|
|
|
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By:
|
/S/ Saúl
Zang
|
|
|
|
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Name:
Saúl Zang
|
|
|
|
|
Title:
Responsible for the Relationship with the Markets
|
|
Dated: February 28,
2018