United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 20-F/A
 
 
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
OR
 
 
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 For the fiscal year ended June 30, 2019
 
 
 OR
 
 
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 OR
 
 
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
 
 
Date of event requiring this shell company report ___
 
For the transition period from ____ to ____
 
Commission file number 000-30982
 
IRSA Propiedades Comerciales S.A.
 (Exact name of Registrant as specified in its charter)
 
IRSA Commercial Properties Inc.
(Translation of registrant’s name into English)
 
Republic of Argentina
(Jurisdiction of incorporation or organization)
 
(C1091AAQ) Moreno 877, 22nd Floor
Ciudad Autónoma de Buenos Aires, Argentina
(Address of principal executive offices)
 
Matías Ivan Gaivironsky – Chief Financial and Administrative Officer
Tel (+ 54 11) 4323 7449; ir@irsacp.com.ar
Moreno 877, 24th Floor, (C1091AAQ) Ciudad Autónoma de Buenos Aires, Argentina
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
 
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
American Depositary Shares (ADSs), each representing four shares of Common Stock
 
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.
 
425 Lexington Avenue
New York, NY 10017
 
 
 
 
 
 
EXPLANATORY NOTE
 
This Amendment No. 1 on Form 20-F/A (the “Amendment”) is being filed by IRSA Propiedades Comerciales S.A. (“IRSA CP.” the “Company,” “we,” “our,” or “us”) to amend the Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2019, originally filed with the U.S. Securities Exchange Commission on October 31, 2019 (the “Original Filing”). The Company is filing this Amendment solely for purposes of amending the disclosure relating to the independent directors of the Company.
 
This Amendment consists solely of the cover page and this explanatory note. Except as described above, this Amendment does not amend any information set forth in the Original Filing or reflect any events that occurred subsequent to the filing of the Original Filing on October 31, 2019. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the U.S. Securities Exchange Commission subsequent to the Original Filing.
 
 
 
 
 
 
ITEM 6. Directors, Senior Management and Employees
 
A. Directors and Senior Management
 
We are managed by a board of directors. Our bylaws provide that the board of directors will have a number of 6, 9 or 12 regular directors and the same or less alternate directors as specified by the ordinary shareholders meeting with one third renewal each year. The directors are elected by absolute majority vote by our shareholders at an ordinary shareholders’ meeting for a three-year term and may be reelected indefinitely. Alternate directors will be summoned to act as regular directors in temporary or permanent manner in case of absence, vacancy or demise. If the replacement is permanent the alternate director shall assume the position for the remaining term of office of the regular director that is replacing.
 
As of the date of this annual report, our board of directors is comprised of nine directors and seven alternate directors. The table below contains certain information relating to our directors and alternate directors:
 
Name
Date of birth
Office held
Date of appointment to office
Term in office expires in(1)
Officeheld since
Eduardo Sergio Elsztain 
01/26/1960
Chairman
2017
2020
1994
Saúl Zang 
12/30/1945
First Vice-Chairman
2019
2022
2003
Alejandro Gustavo Elsztain 
03/31/1966
Executive Vice-Chairman and Chief Executive Officer
2018
2021
2003
Daniel Ricardo Elsztain 
12/22/1972
Regular Director and Chief Operating Officer
2017
2020
2004
Fernando Adrián Elsztain 
01/04/1961
Regular Director
2018
2021
1998
Leonardo Fabricio Fernández
06/30/1967
Regular Director
2018
2021
2007
Isela Angélica Costantini(1)
08/12/1971
Regular Director
2019
2022
2017
Marcos Oscar Barylka(1)
06/29/1945
Regular Director
2017
2020
2016
Javier Kizlansky(1) 
08/20/1967
Regular Director
2019
2022
2019
Gastón Armando Lernoud
06/04/1968
Alternate Director
2017
2020
2010
Juan Manuel Quintana 
11/02/1966
Alternate Director
2017
2020
2003
Pablo Daniel Vergara del Carril
10/03/1965
Alternate Director
2019
2022
2006
Salvador Darío Bergel 
04/17/1932
Alternate Director
2018
2021
2006
Mauricio Elias Wior 
10/23/1956
Alternate Director
2018
2021
2006
Gabriel Adolfo Gregorio Reznik
11/18/1958
Alternate Director
2019
2022
2004
Enrique Antonini
03/16/1950
Alternate Director
2019
2022
2007
 
 
 
 
 
 
 
(1) Independent directors, pursuant to Rule 10A-3(b)(1) of the Exchange Act.
 
 
 
 
 
Item 19. Exhibits
 
Documents filed as exhibits to this Amendment No. 1:
 
Exhibit No. 
 
Description of Exhibit
 
12.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act 2002
12.2
Certification pursuant to Section 302 of the Sarbanes-Oxley Act 2002
13.1
Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13.2
Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
 
 
 
SIGNATURES
 
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to Annual Report on Form 20-F on its behalf.
 
 
IRSA Propiedades Comerciales S.A.
 
 
 
 
 
Date: January 06, 2020
By:
/s/ Matias I. Gaivironsky
 
 
 
Name Matias I. Gaivironsky
 
 
 
Title Chief Financial and Administrative Officer
 
 
 
 
 
Blueprint
 
EXHIBIT 12.1
SECTION 302 CERTIFICATION
 
I, Alejandro G. Elsztain, certify that:
 
1.
I have reviewed this amendment to the annual report on Form 20-F of IRSA Propiedades Comerciales S.A. (the “Company”) for the fiscal year ended June 30, 2019;
 
2.
Based on my knowledge, this amendment to the annual report does not contain any untrue statement of a material fact or omit to state material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervisions, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c.
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
 
d.
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
 
4.
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
 
 
IRSA Propiedades Comerciales S.A.
 
 
 
 
 
January 06, 2020
By:
/s/ Alejandro G. Elsztain
 
 
 
Alejandro G. Elsztain
 
 
 
Chief Executive Officer
 
 
 
Blueprint
 
EXHIBIT 12.2
SECTION 302 CERTIFICATION
I, Matías I. Gaivironsky, certify that:
1.
I have reviewed this amendment to the annual report on Form 20-F of IRSA Propiedades Comerciales S.A. (the “Company”) for the fiscal year ended June 30, 2019;
 
2.
Based on my knowledge, this amendment to the annual report does not contain any untrue statement of a material fact or omit to state material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervisions, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c.
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
 
d.
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
 
4.
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
 
 
IRSA Propiedades Comerciales S.A.
 
 
 
 
 
January 06, 2020
By:
/s/ Matías I. Gaivironsky
 
 
 
Matías I. Gaivironsky
 
 
 
Chief Financial and Administrative Officer
 
 
 
 
Blueprint
 
EXHIBIT 13.1
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C.
SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Amendment No. 1 to the Annual Report on Form 20-F/A of IRSA Propiedades Comerciales S.A. (the “Company”) for the fiscal year ended June 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Alejandro G. Elsztain, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities and Exchange Act of 1934.
 
 
IRSA Propiedades Comerciales S.A.
 
 
 
 
 
January 06, 2020
By:
/s/ Alejandro G. Elsztain
 
 
 
Alejandro G. Elsztain
 
 
 
Chief Executive Officer
 
 
 
 
 
 
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except as to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended
 
 
 
 
 
Blueprint
 
EXHIBIT 13.2
 
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C.
SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
 
In connection with the Amendment No. 1 to the Annual Report on Form 20-F/A of IRSA Propiedades Comerciales S.A. (the “Company”) for the fiscal year ended June 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Matías I. Gaivironsky, as Chief Financial and Administrative Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities and Exchange Act of 1934.
 
 
IRSA Propiedades Comerciales S.A.
 
 
 
 
 
January 06, 2020
By:
/s/ Matias I. Gaivironsky
 
 
 
Matias I. Gaivironsky
 
 
 
Chief Financial and Administrative Officer
 
 
 
 
 
 
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except as to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended.