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. 13)*
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
María de los Ángeles del Prado
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) |
July 31, 2009
| (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 26 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) x (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
594,411 | |
| 8. SHARED VOTING POWER
334,178,653 | ||
| 9. SOLE DISPOSITIVE POWER
594,411 | ||
| 10. SHARED DISPOSITIVE POWER
334,178,653 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,178,653 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.75% |
|||
| 14. | TYPE OF REPORTING PERSON
IN |
SCHEDULE 13D
| CUSIP No. 450047204 | Page 3 of 26 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) x (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
334,178,653 | ||
| 9. SOLE DISPOSITIVE POWER
0 | ||
| 10. SHARED DISPOSITIVE POWER
334,178,653 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,178,653 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.75% |
|||
| 14. | TYPE OF REPORTING PERSON
CO |
SCHEDULE 13D
| CUSIP No. 450047204 | Page 4 of 26 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) x (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
334,178,653 | ||
| 9. SOLE DISPOSITIVE POWER
0 | ||
| 10. SHARED DISPOSITIVE POWER
334,178,653 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,178,653 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.75% |
|||
| 14. | TYPE OF REPORTING PERSON
CO |
SCHEDULE 13D
| CUSIP No. 450047204 | Page 5 of 26 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) x (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
334,178,653 | ||
| 9. SOLE DISPOSITIVE POWER
0 | ||
| 10. SHARED DISPOSITIVE POWER
334,178,653 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,178,653 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.75% |
|||
| 14. | TYPE OF REPORTING PERSON
CO |
SCHEDULE 13D
| CUSIP No. 450047204 | Page 6 of 26 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) x (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
334,178,653 | ||
| 9. SOLE DISPOSITIVE POWER
0 | ||
| 10. SHARED DISPOSITIVE POWER
334,178,653 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,178,653 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.75% |
|||
| 14. | TYPE OF REPORTING PERSON
CO |
| CUSIP No. 450047204 | Page 7 of 26 Pages |
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Dolphin Fund PLC |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
Isle of Man |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. SOLE VOTING POWER
0 | |
| 8. SHARED VOTING POWER
334,178,653 | ||
| 9. SOLE DISPOSITIVE POWER
0 | ||
| 10. SHARED DISPOSITIVE POWER
334,178,653 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,178,653 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.75% |
|||
| 14. | TYPE OF REPORTING PERSON
OO |
| CUSIP No. 450047204 | Page 8 of 26 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) x (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
334,178,653 | ||
| 9. SOLE DISPOSITIVE POWER
0 | ||
| 10. SHARED DISPOSITIVE POWER
334,178,653 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,178,653 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.75% |
|||
| 14. | TYPE OF REPORTING PERSON
CO |
| CUSIP No. 450047204 | Page 9 of 26 Pages |
| 1. | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Agrology S.A. |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
Argentina |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. SOLE VOTING POWER
0 | |
| 8. SHARED VOTING POWER
334,178,653 | ||
| 9. SOLE DISPOSITIVE POWER
0 | ||
| 10. SHARED DISPOSITIVE POWER
334,178,653 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,178,653 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.75% |
|||
| 14. | TYPE OF REPORTING PERSON
CO |
| CUSIP No. 450047204 | Page 10 of 26 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) x (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
Argentina |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. SOLE VOTING POWER
0 | |
| 8. SHARED VOTING POWER
334,178,653 | ||
| 9. SOLE DISPOSITIVE POWER
0 | ||
| 10. SHARED DISPOSITIVE POWER
334,178,653 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,178,653 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.75% |
|||
| 14. | TYPE OF REPORTING PERSON
CO |
| CUSIP No. 450047204 | Page 11 of 26 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) x (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
334,178,653 | ||
| 9. SOLE DISPOSITIVE POWER
0 | ||
| 10. SHARED DISPOSITIVE POWER
334,178,653 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,178,653 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.75% |
|||
| 14. | TYPE OF REPORTING PERSON
CO |
| CUSIP No. 450047204 | Page 12 of 26 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. 13 TO SCHEDULE 13D
This Amendment No. 13 Schedule 13D (“Amendment No. 13”) amends and restates Items 2, 3, 4 and 5 and supplements Item 6 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. 13 but not defined herein have the meaning given to such terms in the Schedule 13D, as amended and restated from time to time.
| CUSIP No. 450047204 | Page 13 of 26 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 of each of the following companies, except for Agrology S.A.:
| (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 Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria, a stock corporation organized under the laws of the Republic of Argentina (“Cresud”); |
| (iv) | Agrology S.A., a stock corporation organized under the laws of the Republic of Argentina (“Agrology”); |
| (v) | Consultores Assets Management S.A., a limited liability company organized under the laws of Argentina (“CAM”); |
| (vi) | Consultores Venture Capital Limited, a limited liability company organized under the laws of Cayman Island (“CVC Cayman”); |
| (vii) | Consultores Venture Capital Uruguay S.A., a limited liability company organized under the laws of the Republic of Uruguay (“CVC Uruguay”); |
| (viii) | Agroinvestment S.A., a stock corporation organized under the laws of the Republic of Uruguay (“Agroinvestment”); and |
| (ix) | Dolphin Fund PLC, a limited liability company organized under the laws of the Isle of Man (“Dolphin”) (Elsztain, IFIS, IFISA, Cresud, Agrology, CAM, CVC Cayman, CVC Uruguay Agroinvestment and Dolphin being collectively referred to as the “Reporting Persons”). |
Elsztain’s principal offices are located at Bolívar 108, 1st floor, Buenos Aires, Argentina; IFIS’ principal offices are located at Washington Mall West, 2nd Floor; 7 Reid Street, Hamilton HM 11, Bermuda; IFISA’s principal offices are located at Ruta 8K 17.500 Edificio@3 Local 003, CP 91609 Montevideo, of the Republic of Uruguay; Cresud’s principal offices are located at Moreno 877, 23rd Floor, (C1091AAQ) Ciudad Autónoma de Buenos Aires, Argentina; Agrology’s principal offices are located at Moreno 877, 21st floor (C1091AAQ) Ciudad Autónoma de Buenos Aires, Argentina; CAM’s principal offices are located at Bolívar 108, 1st floor, Buenos Aires, Argentina; CVC Cayman’s principal offices are located at Regatta Office Park, P.O. Box 31106, SMB, Grand Cayman, Cayman Islands; CVC Uruguay’s principal offices are located at Ruta 8K 17.500 Edificio@3 Local 003, CP 91609 Montevideo, of the Republic of Uruguay; Agroinvestment’s principal offices are located at Colonia 810, Of. 803, CP 11000, Montevideo, Republic of Uruguay; and Dolphin’s principal offices are located at Chamberlain Fund Services Limited (Manager) Chamberlain Fund Services Ltd. 3rd Floor, 54-62 Athol Street, Douglas, Isle of Man IM1 1JE. 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).
| CUSIP No. 450047204 | Page 14 of 26 Pages |
(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.
(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 July 31, 2009, the IRSA common shares beneficially owned by the Reporting Persons consisted of 334,178,653 shares, representing 57.75% of IRSA’s outstanding share capital.
The funds used to purchase the IRSA common shares were derived from (i) Cresud’s capital increase, (ii) working capital and (iii) short term borrowings.
| Item 4. | Purpose of Transaction |
Since March 21, 2009, the Reporting Persons increased their beneficial ownership of IRSA common shares by acquiring shares representing an additional 2.35% of IRSA’s outstanding share capital. Such increase was the net result of purchases of the equivalent 13,584,510 IRSA common shares acquired in the open market.
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.
These transactions were effected from March 21, 2009 to July 31, 2009 (the “Transaction Period”).
| Item 5. | Interests in Securities of the Issuer |
| (a) | As of July 31, 2009, the Reporting Persons beneficially owned 334,178,653 common shares of IRSA, representing 57.75% of its outstanding share capital. |
The following is a description of the Reporting Persons’ beneficial ownership of IRSA’s outstanding stock as July 31, 2009:
| Shareholder |
Number of Shares Currently Owned |
% of Currently Outstanding Shares |
|||
| Reporting Persons |
334,178,653 | 57.75 | % | ||
| Total IRSA Outstanding Shares |
578,676,460 | ||||
| (i) | Elsztain is the Chairman of the Board of Directors of IFIS, IFISA, Cresud, Dolphin, CAM, CVC Uruguay, CVC Cayman and Agroinvestment, except for Agrology a company 97% of Cresud. Elsztain is the beneficial owner of 37.81% of IFIS, including: (a) 15.99% owned indirectly through Agroinvestment, (b) 11.05% owned indirectly through CVC Uruguay, (c) |
| CUSIP No. 450047204 | Page 15 of 26 Pages |
| 10.65% owned indirectly through Dolphin and (d) 2.08% owned indirectly through CVC Cayman. Elsztain owns 85.0% of CAM which owns 100% of CVC Uruguay which in turn owns 100% of CVC Cayman. |
| (ii) | IFIS is the direct owner of 100% of the common shares of IFISA. |
| (iii) | IFISA directly owns 0.42% of IRSA’s outstanding stock and 34.78% of Cresud’s shares on a fully diluted basis. |
| (iv) | Cresud directly owns the equivalent of 290,696,653 common shares of IRSA, which amounts to 50.23% of IRSA’s outstanding stock. |
| (v) | CVC Cayman serves as the Investment Manager of Dolphin Fund Plc and IFIS and does not own IRSA common shares. |
| (vi) | CAM directly owns 0.11% of IRSA’s outstanding stock. |
| (vii) | Agrology directly owns 6.89% of IRSA’s outstanding stock. |
| (viii) | Agroinvestment does not own IRSA common shares. |
| CUSIP No. 450047204 | Page 16 of 26 Pages |
Set forth below is a diagram of the Reporting Persons’ beneficial ownership of IRSA’s outstanding stock as of July 31, 2009:
Given the foregoing, the Reporting Persons may be deemed to be the beneficial owners of 334,178,653 common shares, representing 57.75% of the issued and outstanding common shares of IRSA, as of July 31, 2009.
| (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 transaction period are listed on Annex I. |
| (d)-(e) | Not applicable. |
| CUSIP No. 450047204 | Page 17 of 26 Pages |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6. of the Amendment No. 6, 7 and 8, 9, 11 and 12 previously filed is hereby amended by adding the following agreement.
Purchase Agreement. On June 30, 2009, Dolphin entered into a purchase agreement (“Purchase Agreement”) with Agrology pursuant to which Dolphin sell to Agrology 1,190,159 IRSA’s common shares and 323,528 GDRs for a total amount of ARS Ps. 8,109,804.89. The price per common share and GDR was established in accordance with the closing price for June 30, 2009, in the Buenos Aires Stock Exchange and NYSE. The IRSA’s common shares and GDRs acquired represent the equivalent of 4,425,439 IRSA’s common shares.
Other than as set forth above or otherwise described in Amendments No. 6, 7, 8, 9, 11 and 12 previously filed, there are no contracts, arrangements, understandings or relationships with respect to any securities of Cresud to which the Reporting Persons are a party.
| CUSIP No. 450047204 | Page 18 of 26 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 Director Washington Mall West, 7 Reid Street, Hamilton HM 11, Bermuda. Citizen of Argentina |
4. | Mariana Renata Carmona de Elsztain Director Washington Mall West, 7 Reid Street, Hamilton HM 11, Bermuda. Citizen of Argentina | |||
| 2. | Saul Zang Director Washington Mall West, 7 Reid Street, Hamilton HM 11, Bermuda. Citizen of Argentina |
5. | Alejandro Gustavo Elsztain Director Washington Mall West, 7 Reid Street, Hamilton HM 11, Bermuda. Citizen of Argentina | |||
| 3. | Joseph Steinberg Director Washington Mall West, 7 Reid Street, Hamilton HM 11, Bermuda. Citizen of the United States |
|||||
Directors of Consultores Venture Capital Uruguay
| 1. | Eduardo S. Elsztain (Chairman) Director Ruta 8K 17.500 Edificio@3 Local 003, CP 91609 Montevideo Republic of Uruguay Citizen of Argentina |
3. | Olga Stirling Director Ruta 8K 17.500 Edificio@3 Local 003, CP 91609 Montevideo Citizen of Uruguay | |||
| 2. | Eduardo Simon Bartfeld Director Ruta 8K 17.500 Edificio@3 Local 003, CP 91609 Montevideo Citizen of Uruguay |
|||||
| CUSIP No. 450047204 | Page 19 of 26 Pages |
Directors of Consultores Assets Management S.A.
| 1. | Eduardo S. Elsztain (Chairman) Director Bolívar 108, 1st floor (1066) Buenos Aires Republic of Argentina Citizen of Argentina |
3. | Oscar Bergotto Director Bolívar 108, 1st floor (1066) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 2. | Saul Zang Director Bolívar 108, 1st floor (1066) Buenos Aires Republic of Argentina Citizen of Argentina |
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Directors of Consultores Venture Capital Limited
| 1. | Eduardo S. Elsztain (Chairman) Director Regatta Office Park, P.O. Box 31106, SMB, Grand Cayman, Cayman Citizen of Argentina |
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| 2. | Saul Zang Director Regatta Office Park, P.O. Box 31106, SMB, Grand Cayman, Cayman Citizen of Argentina |
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Directors of Dolphin Fund PLC
| 1. | Eduardo Sergio Elsztain (Chairman) 3rd Floor, Exchange House 54-62 Athol Street Douglas - Isle of Man IM1 1JD Citizen of Argentina |
4. | Saul Zang 3rd Floor, Exchange House 54-62 Athol Street Douglas - Isle of Man IM1 1JD Citizen of Argentina | |||
| 2. | Gary Gladstein 3rd Floor, Exchange House 54-62 Athol Street Douglas - Isle of Man IM1 1JD Citizen of USA |
5. | Mario Blejer 3rd Floor, Exchange House 54-62 Athol Street Douglas - Isle of Man IM1 1JD Citizen of Argentina | |||
| 3. | Elizabeth Tansell 3rd Floor, Exchange House 54-62 Athol Street Douglas - Isle of Man IM1 1JD Citizen of Isle of Man |
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| CUSIP No. 450047204 | Page 20 of 26 Pages |
Directors of Inversiones Financieras del Sur 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 Citizen of Uruguay | |||
| 2. | Saúl Zang Director Zabala 1422, 2nd floor (11500) Montevideo Citizen of Argentina |
4. | Olga Stirling Director Zabala 1422, 2nd floor (11500) Montevideo Citizen of Uruguay | |||
Directors of Agroinvestment S.A.
| 1. | Eduardo S. Elsztain Chairman of the Board Colonia 810, Of. 803 (11000) Montevideo Republic of Uruguay Citizen of Argentina |
3. | Eduardo Simon Bartfeld Director Colonia 810, Of. 803 (11000) Montevideo Citizen of Uruguay | |||
| 2. | Mariana Renata Carmona de Elsztain Director Colonia 810, Of. 803 (11000) Montevideo Republic of Uruguay Citizen of Argentina |
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Directors and Executive Officers of
Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria
Directors
| 1. | Eduardo Sergio Elsztain Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
9. | Daniel E. Melicovsky Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 2. | Saúl Zang Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
10. | Alejandro Casaretto Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| CUSIP No. 450047204 | Page 21 of 26 Pages |
| 3. | Alejandro Gustavo Elsztain Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
11. | Salvador Darío Bergel Alternate Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 4. | Gabriel Adolfo Reznik Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
12. | Juan Carlos Quintana Terán 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 |
13. | Gastón Armando Lernoud Alternate Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 6. | Fernando Adrián Elsztain Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
14. | Enrique Antonini Alternate Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 7. | Pedro Damaso Labaqui Palácio Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
15. | Eduardo Kalpakian Alternate Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 8. | David Alberto Perednik Director Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
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Senior Management
| 1. | Alejandro Gustavo Elsztain Chief Executive Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
4. | David A. Perednik Chief Administrative Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
| CUSIP No. 450047204 | Page 22 of 26 Pages |
| 2. | Gabriel Blasi Chief Financial Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
5. | Alejandro Casaretto Regional Manager of Agricultural Real Estate Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 3. | Alejandro Bartolomé Chief Executive Officer of the Argentine Operation Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
6. | Carlos Blousson Chief Executive Officer of the International Operation (Paraguay, Bolivia and Uruguay) Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
Agrology S.A.
| 1. | Alejandro G. Elsztain Chairman of the Board Moreno 877, 21st floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
3. | Gastón A. Lernoud Director Moreno 877, 21st floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 2. | Saul Zang Director Moreno 877, 2st floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
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Directors and Executive Officers of
IRSA Inversiones y Representaciones Sociedad Anónima
Directors
| 1. | Eduardo Sergio Elsztain Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina |
11. | Mauricio Wior Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 2. | Saul Zang Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina |
12. | Mario Blejer Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| CUSIP No. 450047204 | Page 23 of 26 Pages |
| 3. | Alejandro Gustavo Elsztain Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina |
13. | Ricardo Liberman Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 4. | Oscar P Bergotto Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina |
14. | Gabriel A. Reznik 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 |
15. | Salvador D. Bergel Alternate Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 6. | Carlos Ricardo Estevez Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina |
16. | Juan C. Quintana Terán Alternate Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 7. | Cedric D. Bridger Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina |
17. | Emilio Cárdenas Alternate Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 8. | Marcos Moisés Fishman Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina |
18. | Enrique Antonini Alternate Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 9. | Fernando Rubín Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina |
19. | Daniel R. Elsztain Alternate Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 10. | Gary S. Gladstein Director Bolívar 108, 1 floor (C1066AAD) Buenos Aires Republic of Argentina Citizen of USA |
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| CUSIP No. 450047204 | Page 24 of 26 Pages |
Senior Management
| 1. | Eduardo Sergio Elsztain Chief Executive Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
4. | Jorge Cruces Chief Real Estate Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 2. | Gabriel Blasi Chief Financial Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
5. | Daniel R. Elsztain Chief Real Estate Business Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina | |||
| 3. | David Alberto Perednik Chief Administrative Officer Moreno 877, 23rd floor (C1091AAQ) Buenos Aires Republic of Argentina Citizen of Argentina |
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| CUSIP No. 450047204 | Page 25 of 26 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
Dolphin’s transactions in IRSA Shares
| Tran Type |
Trade Date | Quantity (Shares) | Price per Share | Place | |||||
| Sell |
06/30/2009 | 1,190,159 | $ | 1.87 | OTC | ||||
Dolphin’s transactions in IRSA GDR
| Tran Type |
Trade Date | Quantity (Units) | Price per Unit | Place | |||||
| Sell |
06/30/2009 | 323,528 | $ | 4.79 | OTC | ||||
Agrology’s transactions in IRSA Shares
| Tran Type |
Trade Date | Quantity (Shares) | Price per Share | Place | |||||
| Buy |
06/30/2009 | 1,190,159 | $ | 1.87 | OTC | ||||
Agrology’s transactions in IRSA GDR
| Tran Type |
Trade Date | Quantity (Units) | Price per Unit | Place | |||||
| Buy |
06/30/2009 | 323,528 | $ | 4.79 | OTC | ||||
| Buy |
07/13/2009 | 62,041 | $ | 4.80 | NYSE | ||||
| Buy |
07/14/2009 | 27,010 | $ | 4.7999 | NYSE | ||||
| Buy |
07/23/2009 | 125,000 | $ | 5.13 | NYSE | ||||
| Buy |
07/28/2009 | 140,000 | $ | 5.55 | NYSE | ||||
| Buy |
07/30/2009 | 500,000 | $ | 5.75 | NYSE | ||||
Alejandro Elsztain’s transactions in IRSA GDR
| Tran Type |
Trade Date | Quantity (Units) | Price per Unit | Place | |||||
| Buy |
07/22//2009 | 10,600 | $ | 5.0815 | NYSE | ||||
| CUSIP No. 450047204 | Page 26 of 26 Pages |
SIGNATURE
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: August 11, 2009
| Eduardo S. Elsztain | Consultores Assets Management S.A. | |||||||
| By: | /S/ Eduardo S. Elsztain |
By: | /S/ Eduardo S. Elsztain | |||||
| Name: | Eduardo S. Elsztain | Name: | Eduardo S. Elsztain | |||||
| Title: | Chairman of the Board | |||||||
| IFIS Limited | Consultores Venture Capital Limited | |||||||
| By: | /S/ Eduardo S. Elsztain |
By: | /S/ Eduardo S. Elsztain | |||||
| Name: | Eduardo S. Elsztain | Name: | Eduardo S. Elsztain | |||||
| Title: | Chairman of the Board | Title: | Chairman of the Board | |||||
| Inversiones Financieras del Sur S.A. | Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria | |||||||
| By: | /S/ Eduardo S. Elsztain |
By: | /S/ Eduardo S. Elsztain | |||||
| Name: | Eduardo S. Elsztain | Name: | Eduardo S. Elsztain | |||||
| Title: | Chairman of the Board | Title: | Chairman of the Board | |||||
| By: | /S/ Saúl Zang | |||||||
| Name: | Saúl Zang | |||||||
| Title: | Attorney at Law | |||||||
| Dolphin Fund PLC | Agrology S.A. | |||||||
| By: | /S/ Eduardo S. Elsztain |
By: | /S/ Alejandro G. Elsztain | |||||
| Name: | Eduardo S. Elsztain | Name: | Alejandro G. Elsztain | |||||
| Title: | Chairman of the Board | Title: | Chairman of the Board | |||||
| Consultores Venture Capital Uruguay | Agroinvestment S.A. | |||||||
| By: | /S/ Eduardo S. Elsztain |
By: | /S/ Eduardo S. Elsztain | |||||
| Name: | Eduardo S. Elsztain | Name: | Eduardo S. Elsztain | |||||
| Title: | Chairman of the Board | Title: | Chairman of the Board | |||||