Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
February 12 2021 - 5:18PM
Edgar (US Regulatory)
Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y
Agropecuaria Announces Submission of Draft Registration Statement
for Proposed Rights Offering
BUENOS
AIRES, ARGENTINA – February 12, 2021 –Cresud
Sociedad Anónima Comercial, Inmobiliaria, Financiera y
Agropecuaria (the “Company”) (NASDAQ: CRESY) announced
today that it has submitted an amended draft registration statement
on Form F-3 to the U.S. Securities and Exchange Commission relating
to a proposed offering to holders of record on February 19,
2021 of (i) American Depositary Shares (“ADSs”)
representing its common shares, of rights to subscribe for
0.1794105273 new ADSs for every ADS held of record, and (ii) its
common shares, of rights to subscribe for 0.1794105273 new common
shares for every common share held of record. In addition, the
proposed offering contemplates that each ADS holder will receive,
free of charge, for each new ADS that it purchases pursuant to the
exercise of such rights, 10 warrants, and that each holder of
common shares will receive, free of charge, for each new common
share that it purchases pursuant to such rights, one warrant. Each
warrant will entitle the holder thereof to purchase one additional
common share.
The
non-binding indicative subscription price for each new ADS or
common share in the proposed offering is US$4.72 and US$ 0.472,
respectively. The subscription period for the rights to acquire
ADSs is expected to be from February 22, 2021 to March 2,
2021. The subscription period for the rights to acquire common
shares is expected to be from February 22, 2021 to
March 5, 2021. The definitive subscription price is expected
to be published in the bulletin of the Buenos Aires Stock Exchange
and released to PR Newswire on or about February 25,
2021. The new ADSs and warrants acquired pursuant to the
rights offering made to ADS holders are expected to be issued and
made available as soon as practicable after the new common shares
are deposited with the ADS depositary’s custodian in
Argentina. The new common shares and warrants acquired pursuant to
the rights offering made to holders of common shares are expected
to be issued and made available within five business days (in New
York City and Buenos Aires, Argentina) following the expiration of
the common shares subscription period, which is expected to occur
on or about March 5, 2021.
Cresud
may terminate or cancel the proposed offering in its sole
discretion at any time on or before the expiration of the common
shares subscription period for any reason (including, without
limitation, a change in the market price of the common shares or
the ADSs). If the offering is terminated, all rights will expire
without value and Cresud will promptly arrange for the refund,
without interest or deduction, of all funds received from holders
of common share and ADS rights. Any termination or cancellation of
the rights offering will be followed as promptly as practicable by
an announcement. Cresud may amend or modify the terms of the rights
offering, and may extend the expiration date of the rights
offering.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities. Any offers,
solicitations of offers to buy, or any sales of securities will be
made in accordance with the registration requirements of the U.S.
Securities Act of 1933, as amended (the “Securities
Act”). A registration statement relating to these securities
has been filed with the Securities and Exchange Commission but has
not yet become effective. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration
statement becomes effective. This announcement is being issued in
accordance with Rule 135 under the Securities Act.
Matters
discussed in this press release contain forward-looking statements
within the meaning of Section 27A of the Securities Act, and
Section 21E of the U.S. Securities Exchange Act of 1934, as amended
(the “Exchange Act”), that involve substantial risks
and uncertainties, including but not limited to the risk that the
definitive subscription price may be higher than the non-binding
indicative subscription price. In addition to the risks and factors
identified above, reference is also made to other risks and factors
detailed in reports filed by Cresud with the Securities and
Exchange Commission. Cresud cautions that the foregoing factors are
not exclusive. Cresud undertakes no obligation to publicly update
or revise any forward-looking statement in this or any prior
forward-looking statements whether as a result of new information,
future developments or otherwise.
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