UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
Under
the Securities Exchange Act of 1934
(Amendment
No. 17)*
IRSA
INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA
(Name
of Issuer)
Common
Stock, Par Value 1.00 Peso per Share
(Title
of Class of Securities)
450047204
(CUSIP
Number)
Saúl
Zang
Juan
Manuel Quintana
Carolina
Zang
Estudio
Zang, Bergel y Viñes
Florida
537, 18th
Floor
Buenos
Aires, Argentina
+54(11)
4322-0033
(Name,
Address and Telephone Number of Person
authorized
to Receive Notices and Communications)
January
11, 2019
(Date
of Event which Requires Filing of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other parties to who
copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 2 of 23
Pages
|
|
1.
|
NAME OF REPORTING
PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Eduardo
S. Elsztain
|
||
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☒
(b) ☐
|
||
|
3.
|
SEC USE
ONLY
|
||
|
4.
|
SOURCE OF
FUNDS
WC
– OO
|
||
|
5.
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐
|
||
|
6.
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Republic
of Argentina
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING
POWER
0
|
|
|
8.
|
SHARED VOTING
POWER
365,058,886
|
||
|
9.
|
SOLE DISPOSITIVE
POWER0
|
||
|
10.
|
SHARED DISPOSITIVE
POWER
365,058,886
|
||
|
11.
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,058,886
|
||
|
12.
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
|
13.
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
63.09%
|
||
|
14.
|
TYPE OF REPORTING
PERSON
IN
|
||
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 3 of 23
Pages
|
|
1.
|
NAME OF REPORTING
PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Agroinvestment
S.A.
|
||
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☒
(b) ☐
|
||
|
3.
|
SEC USE
ONLY
|
||
|
4.
|
SOURCE OF
FUNDS
OO
|
||
|
5.
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐
|
||
|
6.
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Republic
of Uruguay
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING
POWER
0
|
|
|
8.
|
SHARED VOTING
POWER
365,058,886
|
||
|
9.
|
SOLE DISPOSITIVE
POWER
0
|
||
|
10.
|
SHARED DISPOSITIVE
POWER
365,058,886
|
||
|
11.
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,058,886
|
||
|
12.
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
|
13.
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
63.09%
|
||
|
14.
|
TYPE OF REPORTING
PERSON
CO
|
||
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 4 of 23
Pages
|
|
1.
|
NAME OF REPORTING
PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
IFIS
Limited
|
||
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☒
(b) ☐
|
||
|
3.
|
SEC USE
ONLY
|
||
|
4.
|
SOURCE OF
FUNDS
WC
- OO
|
||
|
5.
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐
|
||
|
6.
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Bermuda
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING
POWER
0
|
|
|
8.
|
SHARED VOTING
POWER
365,058,886
|
||
|
9.
|
SOLE DISPOSITIVE
POWER
0
|
||
|
10.
|
SHARED DISPOSITIVE
POWER
365,058,886
|
||
|
11.
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,058,886
|
||
|
12.
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
|
13.
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
63.09%
|
||
|
14.
|
TYPE OF REPORTING
PERSON
CO
|
||
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 5 of 23
Pages
|
|
1.
|
NAME OF REPORTING
PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Inversiones
Financieras del Sur S.A.
|
||
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☒
(b) ☐
|
||
|
3.
|
SEC USE
ONLY
|
||
|
4.
|
SOURCE OF
FUNDS
WC-OO
|
||
|
5.
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐
|
||
|
6.
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Republic
of Uruguay
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING
POWER
0
|
|
|
8.
|
SHARED VOTING
POWER
365,058,886
|
||
|
9.
|
SOLE DISPOSITIVE
POWER
0
|
||
|
10.
|
SHARED DISPOSITIVE
POWER
365,058,886
|
||
|
11.
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,058,886
|
||
|
12.
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
|
13.
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
63.09%
|
||
|
14.
|
TYPE OF REPORTING
PERSON
CO
|
||
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 6 of 23
Pages
|
|
1.
|
NAME OF REPORTING
PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Consultores
Venture Capital Limited
|
||
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☒
(b) ☐
|
||
|
3.
|
SEC USE
ONLY
|
||
|
4.
|
SOURCE OF
FUNDS
WC-OO
|
||
|
5.
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐
|
||
|
6.
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING
POWER
0
|
|
|
8.
|
SHARED VOTING
POWER
365,058,886
|
||
|
9.
|
SOLE DISPOSITIVE
POWER
0
|
||
|
10.
|
SHARED DISPOSITIVE
POWER
365,058,886
|
||
|
11.
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,058,886
|
||
|
12.
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
|
13.
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
63.09%
|
||
|
14.
|
TYPE OF REPORTING
PERSON
CO
|
||
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 7 of 23
Pages
|
|
1.
|
NAME OF REPORTING
PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Cresud
Sociedad Anónima Comercial Inmobiliaria
Financiera
y Agropecuaria
|
||
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☒
(b) ☐
|
||
|
3.
|
SEC USE
ONLY
|
||
|
4.
|
SOURCE OF
FUNDS
WC
– OO
|
||
|
5.
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐
|
||
|
6.
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Republic
of Argentina
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING
POWER
0
|
|
|
8.
|
SHARED VOTING
POWER
365,058,886
|
||
|
9.
|
SOLE DISPOSITIVE
POWER
0
|
||
|
10.
|
SHARED DISPOSITIVE
POWER
365,058,886
|
||
|
11.
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,058,886
|
||
|
12.
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
|
13.
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
63.09%
|
||
|
14.
|
TYPE OF REPORTING
PERSON
CO
|
||
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 8 of 23
Pages
|
|
1.
|
NAME OF REPORTING
PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Consultores
Assets Management S.A.
|
||
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☒
(b) ☐
|
||
|
3.
|
SEC USE
ONLY
|
||
|
4.
|
SOURCE OF
FUNDS
WC
– OO
|
||
|
5.
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐
|
||
|
6.
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Republic
of Argentina
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING
POWER
0
|
|
|
8.
|
SHARED VOTING
POWER
365,058,886
|
||
|
9.
|
SOLE DISPOSITIVE
POWER
0
|
||
|
10.
|
SHARED DISPOSITIVE
POWER
365,058,886
|
||
|
11.
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,058,886
|
||
|
12.
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
|
13.
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
63.09%
|
||
|
14.
|
TYPE OF REPORTING
PERSON
CO
|
||
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 9 of 23
Pages
|
|
1.
|
NAME OF REPORTING
PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Consultores
Venture Capital Uruguay S.A.
|
||
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☒
(b) ☐
|
||
|
3.
|
SEC USE
ONLY
|
||
|
4.
|
SOURCE OF
FUNDS
WC
– OO
|
||
|
5.
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐
|
||
|
6.
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Republic
of Uruguay
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING
POWER
0
|
|
|
8.
|
SHARED VOTING
POWER
365,058,886
|
||
|
9.
|
SOLE DISPOSITIVE
POWER
0
|
||
|
10.
|
SHARED DISPOSITIVE
POWER
365,058,886
|
||
|
11.
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,058,886
|
||
|
12.
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
|
13.
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
63.09%
|
||
|
14.
|
TYPE OF REPORTING
PERSON
CO
|
||
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 10 of 23
Pages
|
|
1.
|
NAME OF REPORTING
PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Helmir
S.A.
|
||
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☒
(b) ☐
|
||
|
3.
|
SEC USE
ONLY
|
||
|
4.
|
SOURCE OF
FUNDS
WC
- OO
|
||
|
5.
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) ☐
|
||
|
6.
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Republic
of Uruguay
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7.
|
SOLE VOTING
POWER
0
|
|
|
8.
|
SHARED VOTING
POWER
365,058,886
|
||
|
9.
|
SOLE DISPOSITIVE
POWER
0
|
||
|
10.
|
SHARED DISPOSITIVE
POWER
365,058,886
|
||
|
11.
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,058,886
|
||
|
12.
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
|
13.
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
63.09%
|
||
|
14.
|
TYPE OF REPORTING
PERSON
CO
|
||
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 11 of 23
Pages
|
STATEMENT PURSUANT
TO RULE 13d-1 OF THE
GENERAL RULES AND
REGULATIONS UNDER THE
SECURITIES AND
EXCHANGE ACT OF 1934, AS AMENDED
AMENDMENT
No. 17 TO SCHEDULE 13D
This Amendment No.
17 Schedule 13D (“Amendment No. 17”) amends and
restates Items 2, 3, 4 and 5 of the Schedule 13D filed by IRSA with
the SEC (the “Schedule 13D”), as amended and restated
from time to time. Capitalized terms used in this Amendment No. 17
but not defined herein have the meaning given to such terms in the
Schedule 13D, as amended and restated from time to
time.
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 12 of 23
Pages
|
Item 2.
Identity and Background
(a)-(c),
(f) This statement is being filed by Eduardo S. Elsztain
(“Elsztain”) a citizen of the Republic of Argentina who
serves as Chairman of the board of directors or Director of each of
the following companies:
(i)
IFIS Limited, a
limited liability company organized under the laws of Bermuda
(“IFIS”);
(ii)
Inversiones
Financieras del Sur S.A., a stock corporation organized under the
laws of the Republic of Uruguay
(“IFISA”);
(iii)
Cresud S.A.C.I.F y
A., a stock corporation organized under the laws of the Republic of
Argentina (“Cresud”);
(iv)
Consultores Assets
Management S.A., a stock corporation company organized under the
laws of Argentina (“CAM”);
(v)
Consultores Venture
Capital Limited, a limited liability company organized under the
laws of Cayman Island (“CVC
Cayman”);
(vi)
Consultores Venture
Capital Uruguay S.A., a stock corporation company organized under
the laws of the Republic of Uruguay (“CVC
Uruguay”);
(vii)
Agroinvestment
S.A., a stock corporation organized under the laws of the Republic
of Uruguay (“Agroinvestment”);
(viii)
Helmir S.A., a
stock corporation organized under the laws of the Republic of
Uruguay (“Helmir”) (Elsztain, IFIS, IFISA, Cresud, CAM,
CVC Cayman, CVC Uruguay Agroinvestment and Helmir being
collectively referred to as the “Reporting
Persons”).
(i)
Elsztain’s, CAM´s and IRSA´s principal offices are
located at Bolívar 108, 1st floor, C1066AAD, Buenos Aires,
Argentina;(ii) IFIS’ principal offices are located at
Clarendon House, 2 Church Street, Hamilton HM 08, Bermuda;(iii)
IFISA’s and CVC Uruguay´s principal offices are located
at Ruta 8 Km 17.500 Edificio@1 Local 106, CP 91600 Montevideo,
Republic of Uruguay;(iv) CVC Cayman’s principal offices are
located at 89 Nexus Way, Camana Bay, P.O. Box 31106, Grand Cayman,
KY1-1205, Cayman Islands;(v) Agroinvestment´s and
Helmir’s principal offices are located at Zabala 1422, Floor
2, 11000, Montevideo, Republic of Uruguay; (vi) Cresud’s
principal offices are located at Moreno 877, 23rd floor, C1091AAQ,
Buenos Aires, Argentina.
Due to the fact
that Mr. Elsztain controls each of the other Reporting Persons, the
Reporting Persons report their direct and indirect ownership of
common shares as “shared” voting and dispositive power
other than common shares held directly by Mr. Elsztain (and not
through any other Reporting Person).
The
name, business address, present principal occupation or employment,
and citizenship of each executive officer and director of the
Reporting Persons are set forth in Schedule A hereto.
(d) None of the
Reporting Persons nor, to their knowledge, any person named in
Schedule A hereto, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) within the
last five years.
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 13 of 23
Pages
|
(e) During the last
five years, none of the Reporting Persons nor, to their knowledge,
any person named in Schedule A hereto, has been a party to any
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation of such
laws.
Item 3. Source and Amount of Funds or Other
Consideration
As of
January 11, 2019, IRSA Inversiones y Representaciones S.A.’s
Common Stock beneficially owned by the Reporting Persons consisted
of 365,058,886 shares, representing 63.09% of IRSA Inversiones y
Representaciones S.A.’s share capital.
Item
4. Purpose of Transaction
Since
April 28, 2015, and until the date of issuance of this document,
the Reporting Persons have decreased their beneficial ownership of
IRSA common shares in a 1.22% of IRSA´s outstanding share
capital. Such decrease in share ownership is mainly a result
of:
●
A donation of 900
common shares realized by Eduardo Elsztain.
●
The sale in the
open market of 5,324,160 common shares (532,416 ADRs).
●
On December 28,
2018, Cresud reported that its Board of Directors has approved the
cancellation of the debt for accrued fees from 2012 to 2018 that
the company has with Consultores Assets Management S.A. On January
11, 2019, Cresud partially paid its debt with 7,686,032 shares of
IRSA Inversiones y Representaciones S.A. of which, 5,956,675 shares
of IRSA Inversiones y Representaciones S.A were transferred to
Consultores Venture Capital Uruguay S.A., while the rest of the
shares were paid to a director of a company included in Item
2.
Except as described
above, neither the Reporting Persons nor, to their knowledge, any
person named in Schedule A, has any present plans or proposals that
relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule
13D.
(a)
(a)
As of
January 11, 2019, the Reporting Persons beneficially owned
365,058,886 common shares of IRSA, representing 63.09% of its
outstanding share capital.
The following is a
description of the Reporting Persons’ beneficial ownership of
IRSA’s outstanding stock as January 11, 2019:
|
Shareholder
|
Number
of Shares Currently Owned
|
%
of Currently Outstanding Shares
|
|
Reporting
Persons
|
365,058,886
|
63.09
%
|
|
Total IRSA
Outstanding Shares
|
578,676,460
|
100%
|
(i)
Elsztain is the
Chairman of the board of directors or Director of IFIS, IFISA,
Cresud, IRSA, CAM, CVC Uruguay, CVC Cayman, Agroinvestment and
Helmir. As of January 11, 2019, Elsztain held (through companies
controlled by him and proxies) a majority of the voting power in
IFIS Ltd. As of January 11, 2019, Elsztain holds 100% of the
outstanding equity capital of Agroinvestment. As of January 11,
2019, Elsztain owned 85.0% of the outstanding equity capital of CAM
which owns 100% of CVC Uruguay which in turn owns 100% of CVC
Cayman. As of that same date, Elsztain directly owned 272,751
common shares of Cresud, representing approximately 0.05% of
Cresud’s outstanding shares capital; and Elsztain does not
directly own any equity in IRSA Inversiones y Representaciones
S.A.
(ii)
IFIS is the direct
owner of 100% of the common shares of IFISA and does not directly
own any equity in IRSA Inversiones y Representaciones
S.A.
(iii)
IFISA is the
direct owner of 114,926,563 common shares of Cresud representing
approximately 22.91% of Cresud’s outstanding common stock and
does not directly own any equity in IRSA Inversiones y
Representaciones S.A.
(iv)
CAM does not
directly own any equity in IRSA Inversiones y Representaciones
S.A.
(v)
CVC Uruguay
directly owns 920 common shares of Cresud representing
approximately 0.0002% of Cresud’s outstanding common shares;
moreover, CVC Uruguay directly owned 5,956,675 common shares of
IRSA Inversiones y Representaciones, representing approximately
1.03% of IRSA´s outstanding shares capital.
(vi)
CVC Cayman serves
as the Investment Manager of IFIS and does not own any equity in
IRSA Inversiones y Representaciones S.A.
(vii)
Agroinvestment
directly owns 67,125,740 common shares of Cresud representing
approximately 13.38% of Cresud’s outstanding common shares
and does not own any equity in IRSA Inversiones y Representaciones
S.A.
(viii)
Cresud directly
owns 356,913,421 common shares of IRSA, which represents 61.68% of
IRSA’s outstanding stock.
(ix)
Cresud directly
owns 100% of the common shares of Helmir.
(x)
Helmir directly
owns 2,188,790 IRSA common shares, representing 0.38% of IRSA
outstanding common shares.
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 14 of 23
Pages
|
Set forth below is
a diagram of the Reporting Persons’ beneficial ownership of
IRSA’s outstanding stock as of January 11, 2019:
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 15 of 23
Pages
|
Given
the foregoing, the Reporting Persons may be deemed to be the
beneficial owners of 365,058,886 IRSA Inversiones y
Representaciones S.A.’s common stock, representing 63.09% of
the issued and outstanding common shares of IRSA Inversiones y
Representaciones S.A., as of January 11, 2019.
(b)
Item 5(a) is
incorporated herein by reference.
(c)
Transactions by the
Reporting Persons or other persons named in Schedule A, attached
hereto, in IRSA common shares that were affected during the
previous 60 days are listed on Annex I.
(d)-(e) Not
applicable.
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 16 of 23
Pages
|
Schedule
A
|
|
Eduardo S.
Elsztain
Bolívar 108,
1st
floor
(1066) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
Directors
of IFIS Limited
|
1.
|
Eduardo S.
Elsztain
Chairman
Clarendon House,
2 Church Street
Hamilton HM
11, Bermuda.
Citizen of
Argentina
|
3.
|
Mariana Renata
Carmona de Elsztain
Director
Clarendon House
2 Church Street
Hamilton HM
11, Bermuda.
Citizen of
Argentina
|
|
2.
|
Saul
Zang
Director
Clarendon House
2 Church Street
Hamilton HM
11, Bermuda.
Citizen of
Argentina
|
4.
|
Alejandro Gustavo
Elsztain
Director
Clarendon House
2 Church Street
Hamilton HM
11, Bermuda.
Citizen of
Argentina
|
|
|
|
|
Directors
of Consultores Venture Capital Uruguay
|
1.
|
Eduardo S. Elsztain
(Chairman)
Director
Ruta 8K 17.500
Edificio@1 Local 106,
CP 91609
Montevideo
Republic of
Uruguay
Citizen of
Argentina
|
3.
|
Olga
Stirling
Director
Ruta 8K 17.500
Edificio@1 Local 106,
CP 91609
Montevideo
Republic of
Uruguay
Citizen of
Uruguay
|
|
2.
|
Eduardo Simon
Bartfeld
Director
Ruta 8K 17.500
Edificio@1 Local 106,
CP 91609
Montevideo
Republic of
Uruguay
Citizen of
Uruguay
|
4.
|
Saul
Zang
Vice-Chairman
Ruta 8 KM 17.500 Edificio@1 Local 160,
91600, Montevideo
Republic of Uruguay
Citizen
of Argentina
|
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 17 of 23
Pages
|
Directors
of Consultores Assets Management S.A.
|
1.
|
Eduardo S.
Elsztain
Chairman
Bolívar 108,
1st
floor
(C1066AAD) Ciudad
Autónoma de Buenos Aires
Republic of
Argentina
Citizen of
Argentina
|
3.
|
Mariana Renata
Carmona de Elsztain
First Vice
Chairman
Bolívar 108,
1st
floor
(C1066AAD) Ciudad
Autónoma de Buenos Aires
Republic of
Argentina
Citizen of
Argentina
|
|
2.
|
Saul
Zang
Second Vice
Chairman
Bolívar 108,
1st
floor
(C1066AAD) Ciudad
Autónoma de Buenos Aires
Republic of
Argentina
Citizen of
Argentina
|
4.
|
Ilan
Ariel Elsztain
Alternate
Director
Bolivar
108, 1st Floor
(C1066AAD)
Ciudad Autónoma de Buenos
Republic
of Argentina
Citizen
of Argentina
|
Directors
of Consultores Venture Capital Limited
|
1.
|
Eduardo S.
Elsztain
Director
89, Nexus
Way
Camana
Bay.
Grand
Cayman
ky1-1250, Cayman
Islands
Citizen of
Argentina
|
2.
|
Saul
Zang
Director
89
Nexus Way,
Camana
Bay,
Grand
Cayman,
KY1-1205,
Cayman Islands
Citizen
of Argentina
|
|
|
|
|
|
Directors
of Inversiones Financieras del Sur S.A.
|
1.
|
Eduardo S.
Elsztain
Chairman of the
Board
Ruta 8K 17.500
Edificio@1 Local 106,
CP 91609
Montevideo
Republic of
Uruguay
Citizen of
Argentina
|
3.
|
Eduardo Simon
Bartfeld
Director
Ruta 8K 17.500
Edificio@1 Local 106,
CP 91609
Montevideo
Republic of
Uruguay
Citizen of
Uruguay
|
|
2.
|
Saúl
Zang
Director
(Vice-Chairman)
Ruta 8K 17.500
Edificio@1 Local 106,
CP 91609
Montevideo
Republic of
Uruguay
Citizen of
Argentina
|
4.
|
Olga
Stirling
Director
Ruta 8K 17.500
Edificio@1 Local 106,
CP 91609
Montevideo
Republic of
Uruguay
Citizen of
Uruguay
|
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 18 of 23
Pages
|
Directors
of Agroinvestment S.A.
|
1.
|
Eduardo S.
Elsztain
Chairman of the
Board
Zabala 1422,
2nd
Floor
(11500),
Montevideo
Republic of
Uruguay
Citizen of
Argentina
|
3.
|
Eduardo Simon
Bartfeld
Director
Zabala 1422,
2nd
Floor
(11500),
Montevideo
Republic of
Uruguay
Citizen of
Argentina
|
|
2.
|
Mariana Renata
Carmona de Elsztain
Director
Zabala 1422,
2nd
Floor
(11500),
Montevideo
Republic of
Uruguay
Citizen of
Argentina
|
|
|
Directors
and Executive Officers of
Cresud
Sociedad Anónima Comercial, Inmobiliaria, Financiera y
Agropecuaria
Directors
|
1.
|
Eduardo Sergio
Elsztain
Chairman
Moreno 877,
23rd
floor
(C1091AAQ) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
7.
|
Pedro
Damaso Labaqui Palacio
Director
Moreno
877, 23rd Floor
(C1091AAQ)
Ciudad Autónoma de Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
2.
|
Saúl
Zang
Vice-Chairman
Moreno 877,
23rd
floor
(C1091AAQ) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
8.
|
Daniel Elias
Mellicovsky
Director
Moreno 877,
23rd
floor
(C1091AAQ) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
|
3.
|
Alejandro Gustavo
Elsztain
Second
Vice-Chairman
Moreno 877,
23rd
floor
(C1091AAQ) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
9.
|
Alejandro Gustavo
Casaretto
Director
Moreno 877,
23rd
floor
(C1091AAQ) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
|
4.
|
Gabriel Adolfo
Gregorio Reznik
Director
Moreno 877,
23rd
floor
(C1091AAQ) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
10.
|
Gastón Armando
Lernoud
Alternate
Director
Moreno 877, 23rd
floor
(C1091AAQ) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
|
5.
|
Jorge Oscar
Fernández
Director
Moreno 877,
23rd
floor
(C1091AAQ) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
11.
|
Enrique
Antonini
Alternate
Director
Moreno 877, 23rd
floor
(C1091AAQ) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 19 of 23
Pages
|
|
6.
|
Fernando
Adrián Elsztain
Director
Moreno 877,
23rd
floor
(C1091AAQ) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
12.
|
Eduardo
Kalpakian
Alternate
Director
Moreno 877, 23rd
floor
(C1091AAQ) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
|
|
|
|
|
Senior
Management
|
1.
|
Alejandro Gustavo
Elsztain
Chief Executive
Officer
Moreno 877,
23rd
floor
(C1091AAQ) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
3.
|
Alejandro
Gustavo Casaretto
Regional
Manager of Agricultural
Moreno
877, 23rd
floor
(C1091AAQ)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
2.
|
Matias
Iván Gaivironsky
Chief
Financial Officer and Chief Administrative Officer
Moreno
877, 23rd floor
(C1091AAQ)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
4.
|
Carlos
Blousson
Chief
Executive Officer of the Bolivian and Argentinean
Operations
Moreno
877, 23rd
floor
(C1091AAQ)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
Directors
of Helmir S.A.
|
1.
|
Eduardo
Sergio Elsztain
Chairman
Zabala
1422, Floor 2, CP 11000
Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
3.
|
Alejandro
Gustavo Elsztain
Second
Vice-Chairman
Zabala
1422, Floor 2, CP 11000
Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
|
2.
|
Saúl
Zang
First
Vice-Chairman
Zabala
1422, Floor 2, CP 11000
Montevideo
Republic
of Uruguay
Citizen
of Argentina
|
4.
|
Olga
Stirling
Director
Zabala
1422, Floor 2, CP 11000
Montevideo
Republic
of Uruguay
Citizen
of Uruguay
|
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 20 of 23
Pages
|
Directors
and Executive Officers of
IRSA
Inversiones y Representaciones Sociedad Anónima
Directors
|
1.
|
Eduardo Sergio
Elsztain
Chairman
Bolívar 108, 1
floor
(C1066AAD) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
9.
|
Fernando
Rubin
Director
Bolívar 108, 1
floor
(C1066AAD) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
|
2.
|
Saul
Zang
First
Vice-Chairman
Bolívar 108, 1
floor
(C1066AAD) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
10.
|
Mauricio
Wior
Director
Bolívar 108, 1
floor
(C1066AAD) Buenos
Aires
Republic of
Argentina
Citizen of
USA
|
|
3.
|
Alejandro Gustavo
Elsztain
Second
Vice-Chairman
Bolívar 108, 1
floor
(C1066AAD) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
11.
|
Mario
Blejer
Director
Bolívar 108, 1
floor
(C1066AAD) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
|
4.
|
Carlos Ricardo
Esteves
Director
Bolívar 108, 1
floor
(C1066AAD) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
12.
|
Ricardo
Liberman
Director
Bolívar 108, 1
floor
(C1066AAD) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
|
5.
|
Fernando
Adrián Elsztain
Director
Bolívar 108, 1
floor
(C1066AAD) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
13.
|
Gabriel A.
Reznik
Director
Bolívar 108, 1
floor
(C1066AAD) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
|
6.
|
Cedric D.
Bridger
Director
Bolívar 108, 1
floor
(C1066AAD) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
14.
|
Daniel R.
Elsztain
Director
Bolívar 108, 1
floor
(C1066AAD) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 21 of 23
Pages
|
|
7.
|
Marcos Moisés
Fischman
Director
Bolívar 108, 1
floor
(C1066AAD) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
15.
|
Enrique
Antonini
Alternate
Director
Bolívar 108, 1
floor
(C1066AAD) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
|
8.
|
Gary S.
Gladstein
Director
Bolívar 108, 1
floor
(C1066AAD) Buenos
Aires
Republic of
Argentina
Citizen of United
States
|
16.
|
Gastón A.
Lernoud
Alternate
Director
Bolívar 108, 1
floor
(C1066AAD) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
Senior
Management
|
1.
|
Eduardo Sergio
Elsztain
Chief Executive
Officer
Moreno 877,
23rd
floor
(C1091AAQ) Buenos
Aires
Republic of
Argentina
Citizen of
Argentina
|
3.
|
Arnaldo
Jawerbaum
Investment
Manager
Moreno
877, 23rd
floor
(C1091AAQ)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
2.
|
Matias
Iván Gaivironsky
Chief
Financial Officer
Moreno
877, 23rd floor
(C1091AAQ)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
4.
|
Daniel
R. Elsztain
Chief
Operating Officer
Moreno
877, 23rd
floor
(C1091AAQ)
Buenos Aires
Republic
of Argentina
Citizen
of Argentina
|
|
|
|
|
|
SCHEDULE
13D
|
CUSIP
No. 450047204
|
|
Page 22 of 23
Pages
|
Transactions by the Reporting Persons or persons named in Schedule
A in Shares
that were effected during the the last 60 days
Annex
1
●
In
the last 60 days Alejandro Gustavo Elsztain acquired 1,729,357
IRSA´s common shares at an average price of ARS
49.00
●
In
the last 60 days Consultores Venture Capital Uruguay acquired
5,956,675 IRSA´s common shares at an average price of ARS
49.00
●
In
the last 60 days Cresud transferred 7,686,032 IRSA´s common
shares at an average price of ARS 49.00
SCHEDULE
13D
|
CUSIP
No. 226406106
|
|
Page 23 of 23
Pages
|
SIGNATURES
After reasonable
inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this
Statement on Schedule 13D is true, complete and
correct.
DATED: January 11,
2019.
|
Eduardo
S. Elsztain
|
Consultores
Assets Management S.A.
|
|
By: /S/
Eduardo S. Elsztain
Name: Eduardo S.
Elsztain
|
By: /S/
Eduardo S. Elsztain
Name: Eduardo S.
Elsztain
Title: Chairman of
the Board
|
|
|
|
|
IFIS
Limited
|
Consultores
Venture Capital Limited
|
|
By: /S/
Eduardo S. Elsztain
Name: Eduardo S.
Elsztain
Title: Chairman of
the Board
|
By: /S/
Eduardo S. Elsztain
Name: Eduardo S.
Elsztain
Title: Chairman of
the Board
|
|
|
|
|
Inversiones
Financieras del Sur S.A.
|
Cresud
Sociedad Anónima Comercial,
Inmobiliaria,
Financiera y Agropecuaria
|
|
By: /S/
Eduardo S. Elsztain
Name: Eduardo S.
Elsztain
Title: Chairman of
the Board
|
By: /S/
Eduardo S. Elsztain
Name: Eduardo S.
Elsztain
Title: Chairman of
the Board
|
|
|
|
|
Helmir
S.A.
|
Agroinvestment
S.A.
|
|
By: /S/
Eduardo S. Elsztain
Name: Eduardo S.
Elsztain
Title: Chairman of
the Board
|
By: /S/
Eduardo S. Elsztain
Name: Eduardo S.
Elsztain
Title: Chairman of
the Board
|
|
|
|
|
Consultores
Venture Capital Uruguay
|
|
|
By: /S/
Eduardo S. Elsztain
Name: Eduardo S.
Elsztain
Title: Chairman of
the Board
|
|