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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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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. 15)*
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
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)
August 11, 2014
(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
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CUSIP No. 450047204
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Page 2 of 25 Pages
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1.
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Eduardo S. Elsztain
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC – OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Argentina
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
900
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8.
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SHARED VOTING POWER
376,033,777
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9.
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SOLE DISPOSITIVE POWER
900
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10.
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SHARED DISPOSITIVE POWER
376,033,777
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,033,777
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.98%
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14.
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TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
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CUSIP No. 450047204
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Page 3 of 25 Pages
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1.
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Agroinvestment S.A.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Uruguay
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
376,033,777
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
376,033,777
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,033,777
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.98%
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14.
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP No. 450047204
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Page 4 of 25 Pages
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1.
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
IFIS Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC - OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
376,033,777
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
376,033,777
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,033,777
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.98%
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14.
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP No. 450047204
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Page 5 of 25 Pages
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1.
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Inversiones Financieras del Sur S.A.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
BK
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Uruguay
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
376,033,777
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
376,033,777
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,033,777
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.98%
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14.
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP No. 450047204
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Page 6 of 25 Pages
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1.
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Consultores Venture Capital Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC-OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
376,033,777
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
376,033,777
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,033,777
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.98%
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14.
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP No. 450047204
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Page 7 of 25 Pages
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1.
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Cresud Sociedad Anónima Comercial Inmobiliaria
Financiera y Agropecuaria
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC – OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Argentina
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
376,033,777
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
376,033,777
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,033,777
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||
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.98%
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14.
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP No. 450047204
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Page 8 of 25 Pages
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1.
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Consultores Assets Management S.A.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý
(b) o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC – OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Argentina
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
376,033,777
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||
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9.
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SOLE DISPOSITIVE POWER
0
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||
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10.
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SHARED DISPOSITIVE POWER
376,033,777
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||
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11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,033,777
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||
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12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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||
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.98%
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14.
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP No. 450047204
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Page 9 of 25 Pages
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1.
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Consultores Venture Capital Uruguay S.A.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý
(b) o
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||
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC – OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Uruguay
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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|
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8.
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SHARED VOTING POWER
376,033,777
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9.
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SOLE DISPOSITIVE POWER
0
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||
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10.
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SHARED DISPOSITIVE POWER
376,033,777
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,033,777
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.98%
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14.
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP No. 450047204
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Page 10 of 25 Pages
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1.
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Cactus S.A.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý
(b) o
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||
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3.
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SEC USE ONLY
|
||
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4.
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SOURCE OF FUNDS
WC – OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Argentina
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
|
|
|
8.
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SHARED VOTING POWER
376,033,777
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||
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9.
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SOLE DISPOSITIVE POWER
0
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||
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10.
|
SHARED DISPOSITIVE POWER
376,033,777
|
||
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11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,033,777
|
||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.98%
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14.
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TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
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CUSIP No. 450047204
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Page 11 of 25 Pages
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1.
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Helmir S.A.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý
(b) o
|
||
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3.
|
SEC USE ONLY
|
||
|
4.
|
SOURCE OF FUNDS
WC - OO
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||
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5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
|
||
|
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Uruguay
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
|
|
8.
|
SHARED VOTING POWER
376,033,777
|
||
|
9.
|
SOLE DISPOSITIVE POWER
0
|
||
|
10.
|
SHARED DISPOSITIVE POWER
376,033,777
|
||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,033,777
|
||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
||
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.98%
|
||
|
14.
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TYPE OF REPORTING PERSON
CO
|
||
|
CUSIP No. 450047204
|
Page 12 of 25 Pages
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STATEMENT PURSUANT TO RULE 13d-1 OF THE
GENERAL RULES AND REGULATIONS UNDER THE
SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED
AMENDMENT No. 15 TO SCHEDULE 13D
This Amendment No. 15 Schedule 13D (“Amendment No. 15”) amends and restates Items 2, 4, 5 and 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. 15 but not defined herein have the meaning given to such terms in the Schedule 13D, as amended and restated from time to time.
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CUSIP No. 450047204
|
Page 13 of 25 Pages
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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 Helmir S.A. and Cactus S.A.:
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(i)
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IFIS Limited, a limited liability company organized under the laws of Bermuda (“IFIS”);
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(ii)
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Inversiones Financieras del Sur S.A., a stock corporation organized under the laws of the Republic of Uruguay (“IFISA”);
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(iii)
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Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria, a stock corporation organized under the laws of the Republic of Argentina (“Cresud”);
|
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(iv)
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Cactus S.A., a stock corporation organized under the laws of the Republic of Argentina (“Cactus”);
|
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(v)
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Consultores Assets Management S.A., a limited liability company organized under the laws of Argentina (“CAM”);
|
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(vi)
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Consultores Venture Capital Limited, a limited liability company organized under the laws of Cayman Island (“CVC Cayman”);
|
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(vii)
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Consultores Venture Capital Uruguay S.A., a limited liability company organized under the laws of the Republic of Uruguay (“CVC Uruguay”);
|
|
(viii)
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Agroinvestment S.A., a stock corporation organized under the laws of the Republic of Uruguay (“Agroinvestment”);
|
|
(ix)
|
Helmir S.A., a stock corporation organized under the laws of the Republic of Uruguay (“Helmir”) (Elsztain, IFIS, IFISA, Cresud, Cactus, CAM, CVC Cayman, CVC Uruguay Agroinvestment and Helmir being collectively referred to as the “Reporting Persons”).
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Elsztain’s principal offices are located at Bolívar 108, 1st floor, Buenos Aires, Argentina; IFIS’ principal offices are located at Clarendon House, 2 Church Street, Hamilton HM 08, Bermuda; IFISA’s principal offices are located at Ruta 8 Km 17.500 Edificio@1 Local 106, CP 91600 Montevideo, of the Republic of Uruguay; Cresud’s principal offices are located at Moreno 877, 23rd Floor, (C1091AAQ) Ciudad Autónoma de Buenos Aires, Argentina; Cactus’ principal offices are located at Moreno 877, 23rd 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 89 Nexus Way, Camana Bay, P.O. Box 31106, Grand Cayman KY1-1205, Cayman Islands; CVC Uruguay’s principal offices are located at Ruta 8 Km 17.500 Edificio@1 Local 106, CP 91600Montevideo, of the Republic of Uruguay; Agroinvestment’s principal offices are located at Zabala 1422, 2nd Foor, (11500) Montevideo, Republic of Uruguay; and Helmir’s principal offices are located at Cambara 1620 apart. 202, Montevideo, (11500), Republic of Uruguay.
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).
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CUSIP No. 450047204
|
Page 14 of 25 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 4. Purpose of Transaction
Since September 2011, the Reporting Persons have decreased their beneficial ownership of IRSA common shares in a 1.02% of IRSA´s outstanding share capital. Such decrease was mainly a result of the sale in the open market of 6,188,447 common shares (346,792 GDR and 2,720,527 common shares), for an aggregate price of approximately US$ 10,657,725. These transactions were effected from June 16, 2014 to August 11, 2014.
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.
|
(a)
|
As of August 11, 2014, the Reporting Persons beneficially owned 376,033,777common shares of IRSA, representing 64.98 % of its outstanding share capital.
|
The following is a description of the Reporting Persons’ beneficial ownership of IRSA’s outstanding stock as August 11, 2014:
|
Shareholder
|
Number of Shares Currently Owned
|
% of Currently Outstanding Shares
|
|
Reporting Persons
|
376,033,777
|
64.98 %
|
|
Total IRSA Outstanding Shares
|
578,676,460
|
100%
|
|
(i)
|
Elsztain is the Chairman of the Board of Directors of IFIS, IFISA, Cresud, CAM, CVC Uruguay, CVC Cayman, Agroinvestment, and IRSA, except for Cactus and Helmir, two companies wholly owned by Cresud.
|
|
(ii)
|
Elsztain is the beneficial owner of 37.94% of IFIS, including: (a) 19.66% owned indirectly through Agroinvestment, (b) 18.46% owned indirectly through CVC Uruguay and (c) 3.06% owned indirectly through CVC Cayman. Elsztain owns 100% of Agroinvestment and 85.0% of CAM which directly owns 100% of CVC Uruguay which in turn owns 0.0002% of Cresud’s shares on a fully diluted basis and 100% of CVC Cayman. Elsztain also directly owns 0.0002% of IRSA’s outstanding stock and 0.1932% of Cresud’s shares on a fully diluted basis.
|
|
(iii)
|
CVC Cayman serves as the Investment Manager of IFIS.
|
|
CUSIP No. 450047204
|
Page 15 of 25 Pages
|
|
(iv)
|
IFIS is the direct owner of 100% of the common shares of IFISA.
|
|
(v)
|
IFISA directly owns 39.13% of Cresud’s shares on a fully diluted basis.
|
|
(vi)
|
Cresud directly owns 64.50% of IRSA’s outstanding stock, 94.99% of Cactus and 100% of Helmir.
|
|
(vii)
|
Helmir owns the remaining 5.01% of Cactus
|
|
(viii)
|
Cactus directly owns 0.48% of IRSA’s outstanding stock
|
Set forth below is a diagram of the Reporting Persons’ beneficial ownership of IRSA’s outstanding stock as of August 11, 2014:
|
CUSIP No. 450047204
|
Page 16 of 25 Pages
|
Given the foregoing, as of August 11, 2014, Mr. Eduardo S. Elsztain, is the beneficial owner of 222,906,969 common shares of Cresud representing 39.33% of its share capital on a fully diluted basis. Although Mr. Elsztain does not own a majority of the shares of Cresud, he is its largest shareholder and exercises substantial influence over Cresud. If Mr. Elsztain were considered to control Cresud due to his significant influence over it, he would be considered to be the beneficial owner of 64.98% of IRSA’s shares (includes (i) 373,240,215 common shares beneficially owned by Cresud, (ii) 2,792,662 common shares beneficially owned by Cactus, and (iii) 900 common shares owned directly by Mr. Elsztain).
|
(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 previous 60 days are listed on Annex I.
|
(d)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Line of Credit Agreement: On August 22, 2012, as amended on November 29, 2013 and June 25, 2014, Cresud entered into a Line of Credit Agreement with IFISA, by virtue of which Cresud granted a line of credit over 4,053,942 GDRs representative of 10 common shares, with a nominal value of Ps. 1 per share, of IRSA. IFISA shall have the right to request to Cresud, at its sole discretion, GDRs or common shares of IRSA. This line of credit accrues interest at a monthly rate equivalent to 3 month LIBOR, plus 50 basis points and is effective for 30 days since the date of the last amendment, renewable for equal periods, and up to 360 days (June 25, 2015). IFISA shall have the right to request the total amount of the line of credit and partially cancel it, at any time. As of the date hereof, IFISA has requested 3,334,517 GDRs under this line of credit.
Notwithstanding the aforementioned agreement, Cresud maintains the political and economic rights related to the GDRs. As regards the exercise of the political rights, Cresud will grant a power of attorney to IFISA with the respective voting instructions. As regards the economic rights, IFISA commits to transfer immediately to Cresud the dividends received.
Other than as set forth above there are no contracts, arrangements, understandings or relationships with respect to any securities of IRSA to which the Reporting Persons are a party.
|
CUSIP No. 450047204
|
Page 17 of 25 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
Mintflower Place 4th Floor
8 Par-La-Ville Road,
Hamilton HM 08,
Bermuda.
Citizen of Argentina
|
3.
|
Mariana Renata Carmona de Elsztain
Director
Mintflower Place 4th Floor
8 Par-La-Ville Road
Hamilton HM 08,
Bermuda.
Citizen of Argentina
|
|
2.
|
Saul Zang
Director
Mintflower Place 4th Floor,
8 Par-La-Ville Road,
Hamilton HM 08
Bermuda.
Citizen of Argentina
|
4.
|
Alejandro Gustavo Elsztain
Director
Mintflower Place 4th Floor
8 Par-La-Ville Road
Hamilton HM 08,
Bermuda.
Citizen of Argentina
|
|
1.
|
Eduardo S. Elsztain
Director
Mintflower Place 4th Floor
8 Par-La-Ville Road,
Hamilton HM 08,
Bermuda.
Citizen of Argentina
|
3.
|
Mariana Renata Carmona de Elsztain
Director
Mintflower Place 4th Floor
8 Par-La-Ville Road
Hamilton HM 08,
Bermuda.
Citizen of Argentina
|
|
2.
|
Saul Zang
Director
Mintflower Place 4th Floor,
8 Par-La-Ville Road,
Hamilton HM 08
Bermuda.
Citizen of Argentina
|
4.
|
Alejandro Gustavo Elsztain
Director
Mintflower Place 4th Floor
8 Par-La-Ville Road
Hamilton HM 08,
Bermuda.
Citizen of Argentina
|
Directors of Consultores Venture Capital Uruguay
|
1.
|
Eduardo S. Elsztain (Chairman)
Director
Ruta 8K 17.500 Edificio@1 Local 106,
CP 91600 Montevideo
Republic of Uruguay
Citizen of Argentina
|
3.
|
Olga Stirling
Director
Ruta 8K 17.500 Edificio@1 Local 106,
CP 91600 Montevideo
Republic of Uruguay
Citizen of Uruguay
|
|
2.
|
Eduardo Simon Bartfeld
Director
Ruta 8K 17.500 Edificio@1 Local 106,
CP 91600 Montevideo
Republic of Uruguay
Citizen of Uruguay
|
|
CUSIP No. 450047204
|
Page 18 of 25 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.
|
Mariana Renata Carmona de Elsztain (First Vice Chairman)
Director
Bolívar 108, 1st floor
(1066) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
2.
|
Saul Zang (Second Vice Chairman)
Director
Bolívar 108, 1st floor
(1066) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
Directors of Consultores Venture Capital Limited
|
1.
|
Eduardo S. Elsztain (Chairman)
Director
89, Nexus Way, 2nd floor, Camana Bay. P.O. Box 31106, Grand Cayman ky1-1250, Cayman Islands
|
2.
|
Saul Zang
Director
89, Nexus Way, 2nd floor, Camana Bay. P.O. Box 31106, Grand Cayman ky1-1250, Cayman Islands
|
Directors of Inversiones Financieras del Sur S.A.
|
1.
|
Eduardo S. Elsztain
Chairman of the Board
Ruta 8K 17.500 Edificio@1 Local 003,
CP 91600 Montevideo
Republic of Uruguay
Citizen of Argentina
|
3.
|
Eduardo Simon Bartfeld
Director
Ruta 8K 17.500 Edificio@1 Local 003,
CP 91600 Montevideo
Republic of Uruguay
Citizen of Uruguay
|
|
2.
|
Saúl Zang
Director (Vice-Chairman)
Ruta 8K 17.500 Edificio@1 Local 003,
CP 91600 Montevideo
Republic of Uruguay
Citizen of Argentina
|
4.
|
Olga Stirling
Director
Ruta 8K 17.500 Edificio@1 Local 003,
CP 91600 Montevideo
Republic of Uruguay
Citizen of Uruguay
|
Directors of Agroinvestment 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 (Second Vice-Chairman)
Zabala 1422, 2nd Floor
(11500), Montevideo
Republic of Uruguay
Citizen of Argentina
|
|
2.
|
Mariana Renata Carmona de Elsztain
Director (First Vice-Chairman)
Zabala 1422, 2nd Floor
(11500), Montevideo
Republic of Uruguay
Citizen of Argentina
|
|
CUSIP No. 450047204
|
Page 19 of 25 Pages
|
Directors and Executive Officers of
Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria
Directors
|
1.
|
Eduardo Sergio Elsztain
Director (Chairman)
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
|
|
2.
|
Saúl Zang
Director (First Vice-Chairman)
Moreno 877, 23rd floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
9.
|
Daniel E. Mellicovsky
Director
Moreno 877, 23rd floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
3.
|
Alejandro Gustavo Elsztain
Director (Second Vice-Chairman)
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
|
|
4.
|
Gabriel Adolfo Reznik
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
|
|
5.
|
Jorge Oscar Fernández
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
|
|
6.
|
Fernando Adrián Elsztain
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
|
|
7.
|
Pedro Damaso Labaqui Palácio
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 20 of 25 Pages
|
Senior Management
|
1.
|
Alejandro Gustavo Elsztain
Chief Executive Officer
Moreno 877, 23rd floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
3.
|
David A. Perednik
Chief Administrative Officer
Moreno 877, 23rd floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
2.
|
Matias Gaivironsky
Chief Financial Officer
Moreno 877, 23rd floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
4.
|
Carlos Blousson
Chief Executive Officer of the Argentinean and International Operation (Paraguay, Bolivia and Uruguay)
Moreno 877, 23rd floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
Directors of Cactus S.A.
|
1.
|
Alejandro G. Elsztain
Chairman of the Board
Moreno 877, 23rd floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
3.
|
Carlos Blousson
Director
Moreno 877, 23rd floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
2.
|
Saul Zang
Director (Vice-Chairman)
Moreno 877, 23rd floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
4.
|
Alejandro Casaretto
Director
Moreno 877, 23rd floor
(C1091AAQ) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
Directors of Helmir S.A.
|
1.
|
Carlos Blousson
Chairman of the Board
Cambara 1620, apt. 202
(11500) Montevideo
Republic of Uruguay
Citizen of Argentina
|
3.
|
Gastón A. Lernoud
Director
Cambara 1620, apt. 202
(11500) Montevideo
Republic of Uruguay
Citizen of Argentina
|
|
2.
|
Alejandro Casaretto
Director (Vice-Chairman)
Cambara 1620, apt. 202
(11500) Montevideo
Republic of Uruguay
Citizen of Argentina
|
4.
|
Olga Stirling
Director
Cambara 1620, apt. 202
(11500) Montevideo
Republic of Uruguay
Citizen of Uruguay
|
|
CUSIP No. 450047204
|
Page 21 of 25 Pages
|
Directors and Executive Officers of
IRSA Inversiones y Representaciones Sociedad Anónima
Directors
|
1.
|
Eduardo Sergio Elsztain
Chairman of the Board
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
|
|
2.
|
Saul Zang
Director (First Vice-Chairman)
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
10.
|
Mauricio Wior
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
3.
|
Alejandro Gustavo Elsztain
Director (Second Vice-Chairman)
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
11.
|
Mario Blejer
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
4.
|
Carlos Ricardo Estevez
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
12.
|
Ricardo Liberman
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
|
13.
|
Gabriel A. Reznik
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
6.
|
Cedric D. Bridger
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
14.
|
Daniel R. Elsztain
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
7.
|
Marcos Moisés Fishman
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
15.
|
Enrique Antonini
Alternate Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
8.
|
Gary S. Gladstein
Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of USA
|
16.
|
Salvador D. Bergel
Alternate Director
Bolívar 108, 1 floor
(C1066AAD) Buenos Aires
Republic of Argentina
Citizen of Argentina
|
|
CUSIP No. 450047204
|
Page 22 of 25 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.
|
Matias Gaivironsky
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
|
|
CUSIP No. 450047204
|
Page 23 of 25 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
Cresud’s transactions in IRSA shares
|
Tran Type
|
Trade Date
|
Quantity (Units)
|
Price per Unit
|
Place
|
|
Sell
|
06/27/2014
|
11,188
|
ARS 16.53
|
Buenos Aires Stock Exchange
|
|
Sell
|
07/01/2014
|
257,271
|
ARS 16.99
|
Buenos Aires Stock Exchange
|
|
Sell
|
07/02/2014
|
35,564
|
ARS 16.95
|
Buenos Aires Stock Exchange
|
|
Sell
|
07/03/2014
|
40,000
|
ARS 16.95
|
Buenos Aires Stock Exchange
|
|
Sell
|
07/11/2014
|
24,728
|
ARS 17.10
|
Buenos Aires Stock Exchange
|
|
Sell
|
07/14/2014
|
2,060
|
ARS 17.20
|
Buenos Aires Stock Exchange
|
IFISA’s transactions in IRSA ADRs (IRS)
|
Tran Type
|
Trade Date
|
Quantity (Units)
|
Price per Unit
|
Place
|
||
|
Sell
|
06/16/2014
|
17,000
|
U$S 16.21
|
NYSE
|
||
|
Sell
|
06/20/2014
|
23,630
|
U$S 15.76
|
NYSE
|
||
|
Sell
|
06/23/2014
|
23,769
|
U$S 16.54
|
NYSE
|
||
|
Sell
|
06/24/2014
|
2,300
|
U$S 16.93
|
NYSE
|
||
|
Sell
|
06/26/2014
|
1,000
|
U$S 16.50
|
NYSE
|
||
|
Sell
|
06/27/2014
|
1,000
|
U$S 16.35
|
NYSE
|
||
|
Sell
|
07/01/2014
|
3,280
|
U$S 16.78
|
NYSE
|
||
|
Sell
|
07/03/2014
|
50
|
U$S 16.95
|
NYSE
|
||
|
Sell
|
07/07/2014
|
1,500
|
U$S 16.99
|
NYSE
|
||
|
Sell
|
07/09/2014
|
13,350
|
U$S 16.98
|
NYSE
|
||
|
Sell
|
07/10/2014
|
5,500
|
U$S 17.18
|
NYSE
|
||
|
Sell
|
07/11/2014
|
8,500
|
U$S 17.33
|
NYSE
|
||
|
Sell
|
07/14/2014
|
21
|
U$S 17.40
|
NYSE
|
||
|
Sell
|
07/16/2014
|
4,500
|
U$S 16.19
|
NYSE
|
||
|
Sell
|
07/17/2014
|
25,500
|
U$S 16.24
|
NYSE
|
||
|
Sell
|
07/18/2014
|
19,500
|
U$S 16.63
|
NYSE
|
||
|
Sell
|
07/21/2014
|
9,887
|
U$S 16.25
|
NYSE
|
||
|
Sell
|
07/22/2014
|
20,000
|
U$S 15.73
|
NYSE
|
||
|
Sell
|
07/23/2014
|
20,900
|
U$S 15.10
|
NYSE
|
||
|
Sell
|
07/24/2014
|
53,000
|
U$S 15.23
|
NYSE
|
||
|
Sell
|
07/25/2014
|
70,000
|
U$S 14.97
|
NYSE
|
||
|
Sell
|
07/28/2014
|
22,605
|
U$S 14.67
|
NYSE
|
||
|
CUSIP No. 450047204
|
Page 24 of 25 Pages
|
Cactus’s transactions in IRSA shares
|
Tran Type
|
Trade Date
|
Quantity (Units)
|
Price per Unit
|
Place
|
||
|
Sell
|
07/15/2014
|
100,000
|
ARS 16.77
|
Buenos Aires Stock Exchange
|
||
|
Sell
|
07/16/2014
|
9,423
|
ARS 16.35
|
Buenos Aires Stock Exchange
|
||
|
Sell
|
07/18/2014
|
100,000
|
ARS 16.55
|
Buenos Aires Stock Exchange
|
||
|
Sell
|
07/22/2014
|
104,012
|
ARS 15.26
|
Buenos Aires Stock Exchange
|
||
|
Sell
|
07/23/2014
|
72,898
|
ARS 14.86
|
Buenos Aires Stock Exchange
|
||
|
Sell
|
07/24/2014
|
50,766
|
ARS 15.39
|
Buenos Aires Stock Exchange
|
||
|
Sell
|
07/25/2014
|
100,000
|
ARS 14.50
|
Buenos Aires Stock Exchange
|
||
|
Sell
|
07/28/2014
|
200,000
|
ARS 14.30
|
Buenos Aires Stock Exchange
|
||
|
Sell
|
07/29/2014
|
249,948
|
ARS 15.34
|
Buenos Aires Stock Exchange
|
||
|
Sell
|
07/30/2014
|
250,620
|
ARS 16.56
|
Buenos Aires Stock Exchange
|
||
|
Sell
|
07/31/2014
|
66,005
|
ARS 15.68
|
Buenos Aires Stock Exchange
|
||
|
Sell
|
08/01/2014
|
45,824
|
ARS 16.03
|
Buenos Aires Stock Exchange
|
||
|
Sell
|
08/04/2014
|
199,808
|
ARS 15.87
|
Buenos Aires Stock Exchange
|
||
|
Sell
|
08/05/2014
|
70,000
|
ARS 15.86
|
Buenos Aires Stock Exchange
|
||
|
Sell
|
08/06/2014
|
200,000
|
ARS 15.53
|
Buenos Aires Stock Exchange
|
||
|
Sell
|
08/07/2014
|
300,000
|
ARS 16.07
|
Buenos Aires Stock Exchange
|
||
|
Sell
|
08/08/2014
|
140,000
|
ARS 16.58
|
Buenos Aires Stock Exchange
|
||
|
Sell
|
08/11/2014
|
90,412
|
ARS 16.77
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Buenos Aires Stock Exchange
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CUSIP No. 450047204
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Page 25 of 25 Pages
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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 19, 2014
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Eduardo S. Elsztain
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Consultores Assets Management S.A.
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By: /S/ Eduardo S. Elsztain
Name: Eduardo S. Elsztain
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By: /S/ Eduardo S. Elsztain
Name: Eduardo S. Elsztain
Title: Chairman of the Board
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IFIS Limited
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Consultores Venture Capital Limited
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By: /S/ Eduardo S. Elsztain
Name: Eduardo S. Elsztain
Title: Chairman of the Board
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By: /S/ Eduardo S. Elsztain
Name: Eduardo S. Elsztain
Title: Chairman of the Board
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Inversiones Financieras del Sur S.A.
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Cresud Sociedad Anónima Comercial,
Inmobiliaria, Financiera y Agropecuaria
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By: /S/ Eduardo S. Elsztain
Name: Eduardo S. Elsztain
Title: Chairman of the Board
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By: /S/ Eduardo S. Elsztain
Name: Eduardo S. Elsztain
Title: Chairman of the Board
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By: /S/ Saúl Zang
Name: Saúl Zang
Title: Attorney at Law
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Cactus S.A.
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Helmir S.A.
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By: /S/ Alejandro G. Elsztain
Name: Alejandro G. Elsztain
Title: Chairman of the Board
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By: /S/ Carlos Blousson
Name: Carlos Blousson
Title: Chairman of the Board
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Consultores Venture Capital Uruguay
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Agroinvestment S.A.
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By: /S/ Eduardo S. Elsztain
Name: Eduardo S. Elsztain
Title: Chairman of the Board
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By: /S/ Eduardo S. Elsztain
Name: Eduardo S. Elsztain
Title: Chairman of the Board
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