Report of Foreign Issuer (6-k)
February 22 2018 - 1:42PM
Edgar (US Regulatory)
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, 2018
Cresud
Sociedad Anónima, Comercial,
Inmobiliaria,
Financiera y
Agropecuaria
(Exact name of Registrant as specified in its
charter)
Cresud Inc.
(Translation of registrant´s name into
English)
Republic
of Argentina
(Jurisdiction of incorporation or organization)
Moreno
877
(C1091AAQ)
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 o
No
x
CRESUD
S.A.C.I.F. and A.
(THE
“COMPANY”)
REPORT
ON FORM 6-K
Attached is an
English translation of the letter dated February 22, 2018,
filed by the Company with the
Bolsa de Comercio de Buenos Aires
and
the
Comisión Nacional de
Valores.
By letter dated February 22, 2018, the Company reported that its
Board of Directors has decided to establish the terms and
conditions for the acquisition of the common shares issued by the
Company under the provisions of Section 64 of
Law Nº 26,831 and the Rules of the
Comision Nacional de
Valores
.
To make
such a decision, the Board of Directors has taken into account that
there is a notable difference between the fair value of the assets
of the Company, determined by independent appraisers, and the
market price of the shares on the market, which does not reflects
the value or economic reality that they have today, resulting in
detriment of the interests of the shareholders of the
Company.
Consequently, the
Board of Directors on the basis of the aforementioned arguments,
with the absence of objections from the Audit Committee and the
favorable opinion of the Supervisory Committee and independent
accountant, has arranged for the Company to acquire its own shares
under the terms of Article 64 of the Law Nº 26,831 and the CNV
Regulations, in order to contribute to the reduction of the
existing gap between the implicit value of the Company, based on
the value of the assets, and the value the Company, based on the
quoted price of its shares, with a view to contribute
to its
strengthening in the market. In line with this, the Board of
Directors has established the following terms and conditions for
the acquisition of own shares issued by the
Company:
|
(i)
|
Maximum amount of the
investment:
Up to ARS 500,000,000.
|
|
(ii)
|
Maximum number of shares to be
acquired:
Up to 5% of the capital stock of the Company, as
established by the applicable argentine laws and regulation, in the
form of common shares or American Depositary Shares,
percentage that is
within the maximum limit of 10% of the Company's capital stock, in
accordance with the provisions of the applicable
regulations.
|
|
(iii)
|
Daily limitation on market
transactions:
In accordance with the applicable regulation,
the limitation will be up to 25% of the average volume of the daily
transactions for the Shares and ADS in the markets during the
previous 90 days.
|
|
(iv)
|
Payable Price:
Up to ARS
50 per Share and up to USD 25 per ADS. The maximum price could
be modified by the Board of Directors, after proper communication
to the market.
|
|
(v)
|
Period in which the acquisitions will
take place:
until August 30,
2018, beginning the day following to the date of publication of the
information in the Daily Bulletin of the Buenos Aires Stock
Exchange ("BCBA" ), by account and order of Bolsas y Mercados
Argentinos SA ("BYMA") in accordance with the delegation of powers
established in Resolution No. 18,629 of the CNV, subject to any
renewal or extension of the term, which will be reported to the
investing public.
|
|
(vi)
|
Origin of the Funds:
The
acquisitions
will be made with
realized and liquid earnings pending of distribution of the
Company
. The Company has the liquidity and is solvent
enough to make the aquisitions
without affecting
the solvency of the Company as follows from the quarterly financial
statements of the Company as of December 31, 2017 and the report of
the independent accountant made for this
purpose.
|
|
(vii)
|
Outstanding Shares:
501,642,804
common shares as of December 31,2017. nominal value ARS 1 with
right of 1 vote/share.
|
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.
|
Cresud
Sociedad Anónima, Comercial, Inmobiliaria, Financiera y
Agropecuaria
|
|
|
|
By:
|
/S/ Saúl
Zang
|
|
|
|
Saúl
Zang
|
|
|
|
Responsible
for the Relationship with the Markets
|
|
February 22,
2018
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