United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2019
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of event requiring this shell company report ___
For the transition period from ____ to ____
Commission file number 000-30982
IRSA Propiedades Comerciales S.A.
(Exact name of Registrant as specified in its charter)
IRSA Commercial Properties Inc.
(Translation of registrant’s name into English)
Republic of Argentina
(Jurisdiction of incorporation or organization)
(C1091AAQ) Moreno 877, 22nd Floor
Ciudad Autónoma de Buenos Aires, Argentina
(Address of principal executive offices)
Matías Ivan Gaivironsky – Chief Financial and Administrative Officer
Tel (+ 54 11) 4323 7449; ir@irsacp.com.ar
Moreno 877, 24th Floor, (C1091AAQ) Ciudad Autónoma de Buenos Aires, Argentina
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| American Depositary Shares (ADSs), each representing four shares of Common Stock | | | | Nasdaq National Market of the Nasdaq Stock Market |
| Common Stock, par value Ps.1.00 per share | | | | Nasdaq National Market of the Nasdaq Stock Market* |
* Not for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of the issuer’s common stock as of June 30, 2019: 126,014,050
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:
☐ Yes x No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934.
x Yes ☐ No
Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(a) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)..
x Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer ☐ Accelerated filer x
Non-accelerated filer ☐
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board x | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes x No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court. Yes ☐ No ☐
Please send copies of notices and communications from the Securities and Exchange Commission to:
| Carolina Zang | | David Williams |
| | | Jaime Mercado |
| Zang Bergel & Viñes Abogados | | Simpson Thacher & Bartlett LLP |
Florida 537 piso 18º C1005AAK Ciudad Autónoma de Buenos Aires, Argentina. | | 425 Lexington Avenue New York, NY 10017 |
EXPLANATORY NOTE
This Amendment No. 1 on Form 20-F/A (the “Amendment”) is being filed by IRSA Propiedades Comerciales S.A. (“IRSA CP.” the “Company,” “we,” “our,” or “us”) to amend the Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2019, originally filed with the U.S. Securities Exchange Commission on October 31, 2019 (the “Original Filing”). The Company is filing this Amendment solely for purposes of amending the disclosure relating to the independent directors of the Company.
This Amendment consists solely of the cover page and this explanatory note. Except as described above, this Amendment does not amend any information set forth in the Original Filing or reflect any events that occurred subsequent to the filing of the Original Filing on October 31, 2019. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the U.S. Securities Exchange Commission subsequent to the Original Filing.
ITEM 6. Directors, Senior Management and Employees
A. Directors and Senior Management
We are managed by a board of directors. Our bylaws provide that the board of directors will have a number of 6, 9 or 12 regular directors and the same or less alternate directors as specified by the ordinary shareholders meeting with one third renewal each year. The directors are elected by absolute majority vote by our shareholders at an ordinary shareholders’ meeting for a three-year term and may be reelected indefinitely. Alternate directors will be summoned to act as regular directors in temporary or permanent manner in case of absence, vacancy or demise. If the replacement is permanent the alternate director shall assume the position for the remaining term of office of the regular director that is replacing.
As of the date of this annual report, our board of directors is comprised of nine directors and seven alternate directors. The table below contains certain information relating to our directors and alternate directors:
| Name | Date of birth | Office held | Date of appointment to office | Term in office expires in(1) | Officeheld since |
| Eduardo Sergio Elsztain | 01/26/1960 | Chairman | 2017 | 2020 | 1994 |
| Saúl Zang | 12/30/1945 | First Vice-Chairman | 2019 | 2022 | 2003 |
| Alejandro Gustavo Elsztain | 03/31/1966 | Executive Vice-Chairman and Chief Executive Officer | 2018 | 2021 | 2003 |
| Daniel Ricardo Elsztain | 12/22/1972 | Regular Director and Chief Operating Officer | 2017 | 2020 | 2004 |
| Fernando Adrián Elsztain | 01/04/1961 | Regular Director | 2018 | 2021 | 1998 |
| Leonardo Fabricio Fernández | 06/30/1967 | Regular Director | 2018 | 2021 | 2007 |
| Isela Angélica Costantini(1) | 08/12/1971 | Regular Director | 2019 | 2022 | 2017 |
| Marcos Oscar Barylka(1) | 06/29/1945 | Regular Director | 2017 | 2020 | 2016 |
| Javier Kizlansky(1) | 08/20/1967 | Regular Director | 2019 | 2022 | 2019 |
| Gastón Armando Lernoud | 06/04/1968 | Alternate Director | 2017 | 2020 | 2010 |
| Juan Manuel Quintana | 11/02/1966 | Alternate Director | 2017 | 2020 | 2003 |
| Pablo Daniel Vergara del Carril | 10/03/1965 | Alternate Director | 2019 | 2022 | 2006 |
| Salvador Darío Bergel | 04/17/1932 | Alternate Director | 2018 | 2021 | 2006 |
| Mauricio Elias Wior | 10/23/1956 | Alternate Director | 2018 | 2021 | 2006 |
| Gabriel Adolfo Gregorio Reznik | 11/18/1958 | Alternate Director | 2019 | 2022 | 2004 |
| Enrique Antonini | 03/16/1950 | Alternate Director | 2019 | 2022 | 2007 |
| | | | | | |
(1) Independent directors, pursuant to Rule 10A-3(b)(1) of the Exchange Act.
Item 19. Exhibits
Documents filed as exhibits to this Amendment No. 1:
Exhibit No. | Description of Exhibit |
| 12.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act 2002 |
| 12.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act 2002 |
| 13.1 | Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 13.2 | Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to Annual Report on Form 20-F on its behalf.
| | IRSA Propiedades Comerciales S.A. | |
| | | | |
| Date: January 06, 2020 | By: | /s/ Matias I. Gaivironsky | |
| | | Name Matias I. Gaivironsky | |
| | | Title Chief Financial and Administrative Officer | |
