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 June, 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
1-ELECTION OF TWO SHAREHOLDERS TO SUBSCRIBE THE ACT OF THE
SHAREHOLDER’S MEETING
It
was approved by majority vote to appoint the representatives of the
shareholders ANSES FGS and Cresud SACIFyA ("CRESUD") to approve and
sign the minutes of the Meeting.-
2-BEFORE THE REOPENING OF THE CAPITAL STOCK BY THE CONTROLLED IRSA
COMMERCIAL PROPERTIES S.A. ("IRSA PC") AS THE RESOLVED BY THE
SHAREHOLDERS MEETING CALLED FOR JUNE 26, 2017, CONSIDERATION OF THE
PROCEDURE TO BE FOLLOWED BY THE COMPANY WITH THE AVAILABILITY OF
ITS CURRENT RIGHT OF PREFERENCE AND OF ESTABLISHING, IN ORDER TO
FACILITATE THAT RE-OPENING OF CAPITAL. ALTERNATIVES TO BE
CONSIDERED FOR THE DISPOSAL, TOTAL AND / OR PARTIAL CESSION OR ANY
OTHER FORM OF FREE OR ONEROUS DISPOSITION AND ITS VARIOUS FORMS OR
MODALITIES, WITH RESPECT TO THE RIGHTS OF PREFERENCE, CONDUCTING TO
MAKE EFFECTIVE THE REOPENING OF THE CAPITAL OF IRSA PC. DELEGATIONS
AND AUTHORIZATIONS.
It was
approved by majority vote:
A.
The proposal of the
Board of Directors in relation to the disposition of the right of
preference with respect to IRSA PROPIEDADES COMERCIALES
S.A.
B.
The free cession,
total and in different tranches or in a single time of the right of
preference, with respect to its ownership in IRSA PROPIEDADES
COMERCIALES SA, all in the understanding that these provision of
rights, will facilitate the success of the reopening of IRSA
PROPIEDADES COMERCIALES SA in the national and international
market.-
C.
Delegate to the
Board of Directors of the Company, its managers or persons
authorized by the Board of Directors the implementation of the
cession of the preference right, being empowered to agree and
execute all those agreements that are necessary for the
implementation of the cession, being able to subscribe any public
and/or private instrument aimed at the right’s cession of
preference as well as make the notifications that correspond to
IRSA PROPIEDADES COMERCIALES SA and to any other public or private
agency of the country or abroad to which it was necessary to make
known the cession of the right of preference.
3.- AUTHORIZATION FOR THE SALE OF NOTARY SHARES OF $ 1 NOMINAL
VALUE EACH ONE AND ONE VOTE FOR ACTION, WITH THE RIGHT TO PERCEIVE
DIVIDENDS OF IRSA PROPIEDADES COMERCIALES SA, IN OR OTHERWISE, IN
THE SECONDARY MARKET AND / OR THROUGH PRIVATE SALE , BASED ON THE
RESPONSE OF THE MARKET AND IN THE EVENT THAT SUCH SALE IS FOUND IN
THE SUPREME PROVIDED BY THE SECTION 71 (A) OF LAW 26.831 AND
RESULTS POTENTIALLY SUBSTANTIAL.
The sale of shares of IRSA PROPIEDADES COMERCIALES SA was approved
by majority vote in one or more tranches, either in the secondary
market or by private sale and the establishment of the particular
conditions of the sale according to the next Item of the agenda and
approval of the sale of the shares of IRSA PROPIEDADES COMERCIALES
SA Based on the market response even in the event that such sale
falls under the case provided for in section a) of article 71 of
Law 26,831 and is potentially substantial.
4.- DELEGATION IN THE BOARD OF DIRECTORS TO SELL SHARES OF IRSA
COMMERCIAL PROPERTIES SA, IN ONE OR MORE TRANCHES, AND DELEGATION
IN THE BOARD OF THE FACULTY TO SET FINAL AMOUNT, PRICE AND OTHER
TERMS AND CONDITIONS FOR SUCH SALE/S TO BE REALIZED WITH A FACULTY
OF SUBDELEGATION IN ONE OR MORE DIRECTORS, MANAGERS OF THE COMPANY,
OR OF THE PEOPLE THAT THE BOARD AUTHORIZES, IN ACCORDANCE WITH THE
REGULATIONS IN FORCE, WITHOUT LIMITATION, WITH THE MOST EXTENSIVE
POWERS TO SUBSCRIBE ALL DOCUMENTS NECESSARY TO INSTRUMENT THE SALE
OF THE SHARES WITH THE CONCLUSION OF ALL THOSE RELATED ACTS TO
COMPLY WITH PARAGRAPHS 2 AND 3 OF THE AGENDA OF THE
ASSEMBLY.
It was approved by majority vote to delegate to the Board the most
extensive powers to sell the shares of IRSA PROPIEDADES COMERCIALES
SA, in one or more tranches, in the secondary market and / or by
private sale, with the power to set the final amount, price and
other terms and conditions so that said sale (s) will be made, even
in the event that said sale falls under the case provided for in
subsection a) of article 71 of Law 26.831 and is potentially
substantial, being able to subdelegate in one or more directors or
managers of the company or of the people that the directory
authorizes, according to the current legislation, without
limitation and with the most ample powers to subscribe the public
and / or private instruments that were necessary to implement the
sale of the shares together with the performance of all those
related acts tending to comply with the sale of the shares and the
assignment of the right of preference, authorize and also to carry
out any type of action related to the National Securities
Commission and / or to Argentine Stock Exchanges and Markets S.A.
And / or any other public and / or private agency in the country or
abroad to implement the sale of the shares.