Amendment to Annual Report by a Foreign Issuer — Form 20-F — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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4: EX-13 Certification Pursuant to 18 U.S.C. 1350, as HTML 9K
Adopted Pursuant to Section 906 of
5: EX-13 Certification Pursuant to 18 U.S.C. 1350, as HTML 9K
Adopted Pursuant to Section 906 of
2: EX-12.1 Certification Pursuant to Section 302 of the HTML 12K
Sarbanes-Oxley Act 2002
3: EX-12.2 Certification Pursuant to Section 302 of the HTML 12K
Sarbanes-Oxley Act 2002
‘20-F/A’ — Amendment to Annual Report by a Foreign Issuer
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
IRCP
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.
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.
C:
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.
