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. 9)*
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) |
September 19, 2008
| (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 28 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
87,197 | |
| 8. SHARED VOTING POWER
273,036,042 | ||
| 9. SOLE DISPOSITIVE POWER
87,197 | ||
| 10. SHARED DISPOSITIVE POWER
277,461,481 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,461,481 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.95% |
|||
| 14. | TYPE OF REPORTING PERSON
IN |
SCHEDULE 13D
| CUSIP No. 450047204 |
Page 3 of 28 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
273,036,042 | ||
| 9. SOLE DISPOSITIVE POWER
0 | ||
| 10. SHARED DISPOSITIVE POWER
277,461,481 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,461,481 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.95% |
|||
| 14. | TYPE OF REPORTING PERSON
CO |
SCHEDULE 13D
| CUSIP No. 450047204 |
Page 4 of 28 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
273,036,042 | ||
| 9. SOLE DISPOSITIVE POWER
0 | ||
| 10. SHARED DISPOSITIVE POWER
277,461,481 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,461,481 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.95% |
|||
| 14. | TYPE OF REPORTING PERSON
CO |
SCHEDULE 13D
| CUSIP No. 450047204 |
Page 5 of 28 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
273,036,042 | ||
| 9. SOLE DISPOSITIVE POWER
0 | ||
| 10. SHARED DISPOSITIVE POWER
277,461,481 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,461,481 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.95% |
|||
| 14. | TYPE OF REPORTING PERSON
CO |
SCHEDULE 13D
| CUSIP No. 450047204 |
Page 6 of 28 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
4,425,439 | |
| 8. SHARED VOTING POWER
0 | ||
| 9. SOLE DISPOSITIVE POWER
0 | ||
| 10. SHARED DISPOSITIVE POWER
277,461,481 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,461,481 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.95% |
|||
| 14. | TYPE OF REPORTING PERSON
CO |
SCHEDULE 13D
| CUSIP No. 450047204 |
Page 7 of 28 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
273,036,042 | ||
| 9. SOLE DISPOSITIVE POWER
0 | ||
| 10. SHARED DISPOSITIVE POWER
277,461,481 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,461,481 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.95% |
|||
| 14. | TYPE OF REPORTING PERSON
CO |
SCHEDULE 13D
| CUSIP No. 450047204 |
Page 8 of 28 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
273,036,042 | ||
| 9. SOLE DISPOSITIVE POWER
0 | ||
| 10. SHARED DISPOSITIVE POWER
277,461,481 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,461,481 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.95% |
|||
| 14. | TYPE OF REPORTING PERSON
CO |
SCHEDULE 13D
| CUSIP No. 450047204 |
Page 9 of 28 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
273,036,042 | ||
| 9. SOLE DISPOSITIVE POWER
0 | ||
| 10. SHARED DISPOSITIVE POWER
277,461,481 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,461,481 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.95% |
|||
| 14. | TYPE OF REPORTING PERSON
CO |
SCHEDULE 13D
| CUSIP No. 450047204 |
Page 10 of 28 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
273,036,042 | ||
| 9. SOLE DISPOSITIVE POWER
0 | ||
| 10. SHARED DISPOSITIVE POWER
277,461,481 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,461,481 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.95% |
|||
| 14. | TYPE OF REPORTING PERSON
CO |
SCHEDULE 13D
| CUSIP No. 450047204 |
Page 11 of 28 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. 9 TO SCHEDULE 13D
This Amendment No. 9 Schedule 13D (“Amendment No. 9”) amends and restates Items 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. 9 but not defined herein have the meaning given to such terms in the Schedule 13D, as amended and restated from time to time.
SCHEDULE 13D
| CUSIP No. 450047204 |
Page 12 of 28 Pages |
| Item 3. | Source and Amount of Funds or Other Consideration |
As of September 19, 2008, the IRSA common shares beneficially owned by the Reporting Persons consisted of 277,461,481 shares, representing 47.95% 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 August 22, 2008, the Reporting Persons increased their beneficial ownership of IRSA common shares by acquiring shares representing an additional 1.28% (net of sales of common shares since such date) of IRSA’s outstanding share capital. Such increase was the net result of purchases (net of sales in the open market) of the equivalent of 7,400,866 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 August 22, 2008 to September 19, 2008 (the “Transaction Period”).
| Item 5. | Interests in Securities of the Issuer |
| (a) | As of September 19, 2008, the Reporting Persons beneficially owned 277,461,481 common shares of IRSA, representing 47.95% of its outstanding share capital. |
The following is a description of the Reporting Persons’ beneficial ownership of IRSA’s outstanding stock as of September 19, 2008:
| Shareholder |
Number of Shares Currently Owned |
% of Currently Outstanding Shares |
|||
| Reporting Persons |
277,461,481 | 47.95 | % | ||
| 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 and CVC Cayman, except for Agrology a company 97% of Cresud. Elsztain is the beneficial owner of 36.46% of IFIS, including: (a) 15.97% owned directly, (b) 9.07% owned indirectly through CVC Uruguay, (c) 9.44% owned indirectly through Dolphin and (d) 1.97% 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. On March 11, 2008, Elsztain signed an Irrevocable Proxy with Baldwin Enterprises Inc. (“Baldwin”) in which he agreed to cause CVC Cayman, in its capacity as the investment manager of Dolphin, to relinquish voting rights only with respect to any common shares of IFIS, IFISA, IRSA and Cresud owned by Dolphin in favor of the independent directors of Dolphin. Thus, Elsztain by virtue of his position and voting power may be deemed to have voting power equal to 26.36% of IFIS’ voting rights. |
SCHEDULE 13D
| CUSIP No. 450047204 |
Page 13 of 28 Pages |
| (ii) | IFIS is the direct owner of 100% of the common shares of IFISA. |
| (iii) | IFISA directly owns 0.26% of IRSA’s outstanding stock and 33.41% of Cresud’s shares on a fully diluted basis. |
| (iv) | Cresud directly owns the equivalent of 248,909,453 common shares of IRSA, which amounts to 43.01% of IRSA’s outstanding stock. |
| (v) | Dolphin Fund directly owns 0.76% of IRSA’s outstanding stock. |
| (vi) | CVC Cayman serves as the Investment Manager of Dolphin Fund Plc and IFIS and does not own IRSA common shares. |
| (vii) | CAM directly owns 0.11% of IRSA’s outstanding stock. |
| (viii) | Agrology directly owns 3.78% of IRSA’s outstanding stock. |
SCHEDULE 13D
| CUSIP No. 450047204 |
Page 14 of 28 Pages |
Set forth below is a diagram of the Reporting Persons’ beneficial ownership of IRSA’s outstanding stock as of September 19, 2008:
Given the foregoing, the Reporting Persons may be deemed to be the beneficial owners of 277,461,481 common shares, representing 47.95% of the issued and outstanding common shares of IRSA, as of September 19, 2008.
| (b) | Item 5(a) is incorporated herein by reference. |
| (c) | Transactions by the Reporting Persons or other persons named in Schedule A in IRSA common shares that were effected during the transaction period are listed on Annex I, which is incorporated herein by reference. |
| (d)-(e) | Not applicable. |
SCHEDULE 13D
| CUSIP No. 450047204 |
Page 15 of 28 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 previously filed is hereby amended by adding the following agreement.
Securities Loan Agreement: On August 22, 2008, Alejandro Gustavo Elsztain entered into a Securities Loan Agreement with IFISA, by which Alejandro Gustavo Elsztain granted 156,799 IRSA GDRs representative of 10 common shares, with a nominal value of Ps. 1 per share and 131,328 Cresud ADRs representative of 10 common shares, with a nominal value of Ps. 1 per share. This loan agreement will accrue monthly interest at an annual rate equivalent to 3 month LIBOR, plus 150 basis points and will be effective for 30 days, renewable for equal periods, and up to 360 days.
Notwithstanding the aforementioned agreement, Alejandro Gustavo Elsztain maintains the political and economic rights related to the GDRs and ADRs. As regards exercising the political rights, Alejandro Gustavo Elsztain will grant a power of attorney to IFISA with the respective voting instructions. As regards the economic rights, IFISA commits to transfer immediately to Alejandro Gustavo Elsztain the dividends received.
Securities Loan Agreement: On August 22, 2008, Dolphin entered into a Securities Loan Agreement with IFISA, by which Dolphin granted 150,288 IRSA GDRs representative of 10 common shares, with a nominal value of Ps. 1 and 136,291 Cresud ADRs representative of 10 common shares, with a nominal value of Ps. 1. This loan agreement will accrue monthly interest at an annual rate equivalent to 3 month LIBOR, plus 150 basis points and will be effective for 30 days, renewable for equal periods, and up to 360 days.
Notwithstanding the aforementioned agreement, Dolphin maintains the political and economic rights related to the GDRs and ADRs. As regards exercising the political rights, Dolphin will grant a power of attorney to IFISA with the respective voting instructions. As regards the economic rights, IFISA commits to transfer immediately to Dolphin the dividends received.
SCHEDULE 13D
| CUSIP No. 450047204 |
Page 16 of 28 Pages |
Schedule A
| Eduardo S. Elsztain | ||
| Bolívar 108, 1st floor | ||
| (1066) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
|
Directors and Executive Officers of IFIS Limited
Directors
| ||
| 1. |
Eduardo S. 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 | ||
| 3. |
Joseph Steinberg | |
| Director | ||
| Washington Mall West, 7 Reid Street, | ||
| Hamilton HM 11, | ||
| Bermuda. | ||
| Citizen of the United States | ||
| 4. |
Mariana Renata Carmona de Elsztain | |
| 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 | ||
| CUSIP No. 450047204 |
Page 17 of 28 Pages |
Directors of Consultores Venture Capital Uruguay
Directors
| 1. |
Eduardo S. Elsztain (Chairman) | |
| Director | ||
| Zabala 1422, 2nd floor | ||
| (11500) Montevideo | ||
| Republic of Uruguay | ||
| Citizen of Argentina | ||
| 2. |
Eduardo Simon Bartfeld | |
| Director | ||
| Zabala 1422, 2nd floor | ||
| (11500) Montevideo | ||
| Citizen of Uruguay | ||
| 3. |
Olga Stirling | |
| Director | ||
| Zabala 1422, 2nd floor | ||
| (11500) Montevideo | ||
| Citizen of Uruguay | ||
Directors of Consultores Assets Management S.A.
Directors
| 1. |
Eduardo S. Elsztain (Chairman) | |
| 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 | ||
| 3. |
Oscar Bergotto | |
| Director | ||
| Bolívar 108, 1st floor | ||
| (1066) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| CUSIP No. 450047204 |
Page 18 of 28 Pages |
Directors of Consultores Venture Capital Limited
Directors
| 1. |
Eduardo S. Elsztain (Chairman) | |
| Director | ||
| Regatta Office Park, | ||
| P.O. Box 31106, SMB, | ||
| Grand Cayman, Cayman | ||
| Citizen of Argentina | ||
| 2. |
Saul Zang | |
| Director | ||
| Regatta Office Park, | ||
| P.O. Box 31106, SMB, | ||
| Grand Cayman, Cayman | ||
| Citizen of Argentina | ||
| 3. |
Clarisa Lifsic | |
| Director | ||
| Regatta Office Park, | ||
| P.O. Box 31106, SMB, | ||
| Grand Cayman, Cayman | ||
| Citizen of Argentina | ||
Directors of Dolphin Fund PLC
Directors
| 1. |
Eduardo Sergio Elsztain (Chairman) | |
| 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 | ||
| 3. |
Clarisa Lifsic | |
| 3rd Floor, Exchange House | ||
| 54-62 Athol Street | ||
| Douglas - Isle of Man IM1 1JD | ||
| Citizen of Argentina | ||
| 4. |
Elizabeth Tansell | |
| 3rd Floor, Exchange House | ||
| 54-62 Athol Street | ||
| Douglas - Isle of Man IM1 1JD | ||
| Citizen of Isle of Man | ||
| CUSIP No. 450047204 |
Page 19 of 28 Pages |
| 5. |
Saul Zang | |
| 3rd Floor, Exchange House | ||
| 54-62 Athol Street | ||
| Douglas - Isle of Man IM1 1JD | ||
| Citizen of Argentina | ||
| 6. |
Mario Blejer | |
| 3rd Floor, Exchange House | ||
| 54-62 Athol Street | ||
| Douglas - Isle of Man IM1 1JD | ||
| Citizen of Argentina | ||
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 | ||
| 2. |
Saúl Zang | |
| Director | ||
| Zabala 1422, 2nd floor | ||
| (11500) Montevideo | ||
| Citizen of Argentina | ||
| 3. |
Eduardo Simon Bartfeld | |
| Director | ||
| Zabala 1422, 2nd floor | ||
| (11500) Montevideo | ||
| Citizen of Uruguay | ||
| 4. |
Olga Stirling | |
| Director | ||
| Zabala 1422, 2nd floor | ||
| (11500) Montevideo | ||
| Citizen of Uruguay | ||
| 5. |
Mario Parrado | |
| Director | ||
| Zabala 1422, 2nd floor | ||
| (11500) Montevideo | ||
| Citizen of Uruguay | ||
| CUSIP No. 450047204 |
Page 20 of 28 Pages |
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 | ||
| 2. |
Saúl Zang | |
| Director | ||
| Moreno 877, 23rd floor | ||
| (C1091AAQ) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 3. |
Alejandro Gustavo Elsztain | |
| Director | ||
| Moreno 877, 23rd floor | ||
| (C1091AAQ) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 4. |
Clarisa Diana Lifsic | |
| Director | ||
| Moreno 877, 23rd floor | ||
| (C1091AAQ) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 5. |
Gabriel Adolfo Reznik | |
| Director | ||
| Moreno 877, 23rd floor | ||
| (C1091AAQ) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 6. |
Jorge Oscar Fernández | |
| Director | ||
| Moreno 877, 23rd floor | ||
| (C1091AAQ) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 7. |
Pedro Damaso Labaqui Palacio | |
| Director | ||
| Moreno 877, 23rd floor | ||
| (C1091AAQ) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| CUSIP No. 450047204 |
Page 21 of 28 Pages |
| 8. |
Fernando Adrián Elsztain | |
| Director | ||
| Moreno 877, 23rd floor | ||
| (C1091AAQ) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 9. |
David Alberto Perednik | |
| Director | ||
| Moreno 877, 23rd floor | ||
| (C1091AAQ) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 10. |
Salvador Darío Bergel | |
| Alternate Director | ||
| Moreno 877, 23rd floor | ||
| (C1091AAQ) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 11. |
Juan Carlos Quintana Terán | |
| Alternate Director | ||
| Moreno 877, 23rd floor | ||
| (C1091AAQ) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 12. |
Gastón Armando Lernoud | |
| Alternate Director | ||
| Moreno 877, 23rd floor | ||
| (C1091AAQ) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 13. |
Enrique Antonini | |
| Alternate Director | ||
| Moreno 877, 23rd floor | ||
| (C1091AAQ) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 14. |
Eduardo Kalpakian | |
| Alternate Director | ||
| Moreno 877, 23rd floor | ||
| (C1091AAQ) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| CUSIP No. 450047204 |
Page 22 of 28 Pages |
Senior Management
| 1. |
Alejandro Gustavo Elsztain | |
| Chief Executive 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 | ||
| 3. |
Alejandro Bartolomé | |
| Chief Executive Officer of the Argentine Operation | ||
| 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 | ||
| 5. |
Alejandro Casaretto | |
| Regional Manager of Agricultural Real Estate | ||
| Moreno 877, 23rd floor | ||
| (C1091AAQ) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 6. |
Carlos Blousson | |
| Chief Executive Officer of the International Operation (Paraguay, Brazil 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 |
| CUSIP No. 450047204 |
Page 23 of 28 Pages |
| 2. |
Saul Zang | |
| Director | ||
| Moreno 877, 2st 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 | ||
| 4. |
Armando F. Ricci | |
| Alternate Director | ||
| Moreno 877, 21st floor | ||
| (C1091AAQ) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
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 | ||
| 2. |
Saul Zang | |
| Director | ||
| Bolívar 108, 1 floor | ||
| (C1066AAD) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 3. |
Alejandro Gustavo Elsztain | |
| 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 | ||
| CUSIP No. 450047204 |
Page 24 of 28 Pages |
| 5. |
Fernando Adrián Elsztain | |
| 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 | ||
| 7. |
Cedric D. Bridger | |
| Director | ||
| Bolívar 108, 1 floor | ||
| (C1066AAD) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 8. |
Marcos Fishman | |
| Director | ||
| Bolívar 108, 1 floor | ||
| (C1066AAD) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 9. |
Fernando Rubin | |
| 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 | ||
| 11. |
Mauricio Wior | |
| 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 25 of 28 Pages |
| 13. |
Salvador D. Bergel | |
| Alternate Director | ||
| Bolívar 108, 1 floor | ||
| (C1066AAD) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 14. |
Juan C. Quintana Terán | |
| Alternate Director | ||
| Bolívar 108, 1 floor | ||
| (C1066AAD) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 15. |
Emilio Cárdenas | |
| Alternate Director | ||
| Bolívar 108, 1 floor | ||
| (C1066AAD) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 16. |
Gabriel A. G. Reznik | |
| Alternate Director | ||
| Bolívar 108, 1 floor | ||
| (C1066AAD) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 17. |
Enrique Antonini | |
| Alternate Director | ||
| Bolívar 108, 1 floor | ||
| (C1066AAD) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
| 18. |
Daniel R. Elsztain | |
| Alternate Director | ||
| Bolívar 108, 1 floor | ||
| (C1066AAD) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina | ||
Senior Management
| 1. |
Eduardo Sergio Elsztain | |
| Chief Executive Officer | ||
| Moreno 877, 23rd floor | ||
| (C1091AAQ) Buenos Aires | ||
| Republic of Argentina | ||
| Citizen of Argentina |
| CUSIP No. 450047204 |
Page 26 of 28 Pages |
| 2. |
Gabriel Blasi | |
| Chief Financial 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 | ||
| 4. |
Jorge Cruces | |
| Chief Real Estate 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 | ||
| CUSIP No. 450047204 |
Page 27 of 28 Pages |
Transactions by the Reporting Persons or persons named in Schedule A hereto in Shares
that were effected during the Transaction Period
Annex 1
Cresud’s transactions in IRSA GDR
| Tran Type |
Trade Date | Quantity (Units) | Price per Unit | Place | |||||
| Buy |
09/09/08 | 28.785 | $ | 8,2171 | NYSE | ||||
| Buy |
09/10/08 | 12.050 | $ | 8,3395 | NYSE | ||||
| Buy |
09/11/08 | 12.628 | $ | 8,2701 | NYSE | ||||
| Buy |
09/12/08 | 9.800 | $ | 8,4101 | NYSE | ||||
| Buy |
09/15/08 | 51.400 | $ | 8,0791 | NYSE | ||||
| Buy |
09/16/08 | 18.500 | $ | 7,9364 | NYSE | ||||
| Buy |
09/17/08 | 44.600 | $ | 7,6559 | NYSE | ||||
| Buy |
09/18/08 | 497.000 | $ | 7,0000 | NYSE | ||||
| Buy |
09/18/08 | 50.183 | $ | 7,2221 | NYSE | ||||
| Cresud’s transactions in IRSA Shares | |||||||||
| Tran Type |
Trade Date | Quantity (Units) | Price per Unit | Place | |||||
| Buy |
09/09/08 | 50.000 | ARS 2,5300 | Buenos aires Stock Exchange | |||||
| Buy |
09/10/08 | 10.000 | ARS 2,5000 | Buenos aires Stock Exchange | |||||
| Buy |
09/11/08 | 26.370 | ARS 2,5800 | Buenos aires Stock Exchange | |||||
| Buy |
09/12/08 | 35.000 | ARS 2,5800 | Buenos aires Stock Exchange | |||||
| Buy |
09/16/08 | 4.836 | ARS 2,4776 | Buenos aires Stock Exchange | |||||
| Buy |
09/17/08 | 15.000 | ARS 2,4000 | Buenos aires Stock Exchange | |||||
| Buy |
09/18/08 | 10.000 | ARS 2,2700 | Buenos aires Stock Exchange | |||||
| Eduardo Elsztain transactions in IRSA Shares | |||||||||
| Tran Type |
Trade Date | Quantity (Units) | Price per Unit | Place | |||||
| Buy |
8/22/2008 | 200 | ARS 2.8 | Buenos aires Stock Exchange | |||||
| Alejandro Elsztain transactions in IRSA GDR | |||||||||
| Tran Type |
Trade Date | Quantity (Units) | Price per Unit | Place | |||||
| Buy |
9/19/2008 | 12,853 | $ | 7.79 | NYSE | ||||
| CUSIP No. 450047204 |
Page 28 of 28 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: September 19, 2008 | ||||||
| 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 | ||||||
| By: | /S/ Eduardo S. Elsztain |
|||||
| Name: | Eduardo S. Elsztain | |||||
| Title: | Chairman of the Board | |||||