As Filed with the Securities and Registration No. 333-
Exchange Commission on June 1, 2006.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by Global Depositary Receipts
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IRSA INVERSIONES Y REPRESENTACIONES S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer's name into English)
Argentine Republic
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including
area code, of depositary's principal executive offices)
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The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, NY 10286
Telephone (212)-495-1784
(Address, including zip code, and telephone number,
including area code, of agent for service)
It is proposed that this filing become effective under Rule 466
|X| immediately upon filing
| | on (Date) at (Time)
If a separate statement has been filed to register the
deposited shares, check the following box. | |
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed maximum Amount of
Title of each class of Amount Proposed maximum aggregate registration
Securities to be registered to be registered Aggregate price per unit(1) offering price (1) fee
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Global Depositary Shares evidenced by Global 100,000,000 $.05 $5,000,000 $535.00
Depositary Receipts, each Global Depositary Global
Share evidencing ten common shares of IRSA Depositary
Inversiones y Representaciones S.A. Shares
===================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of Global Depositary Receipts evidencing Global Depositary
Shares.
As permitted by Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to the Depositary Shares
registered under Registration Statement on Form F-6 (No. 33-86794) previously
filed by the registrant.
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The Prospectus consists of the proposed form of Global Depositary Receipt
included as Exhibit A to the form of Amended and Restated Deposit Agreement
filed as Exhibit (1) to this Registration Statement, which is incorporated
herein by reference.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Location in Form of
Global Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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(1) Name and address of Depositary Introductory Paragraph
(2) Title of Global Depositary Receipts and Face of Global Depositary
identity of deposited securities Receipt, top center
Terms of Deposit:
(i) The amount of deposited securities Face of Global Depositary
represented by one unit of Global Receipt - upper right corner
Depositary Shares
(ii) The procedure for voting, if any, Paragraphs 15, 16 and 18
the deposited securities
(iii) The collection and distribution of Paragraphs 4, 12, 13, 14, 15
dividends and 18
(iv) The transmission of notices, reports Paragraphs 11, 15, 16, 17
and proxy soliciting material and 18
(v) The sale or exercise of rights Paragraph 13, 14, 15 and 18
(vi) The deposit or sale of securities Paragraphs 12, 13, 15, 17
resulting from dividends, splits and 18
or plans of reorganization
(vii) Amendment, extension or termination Paragraphs 20 and 21
of the Deposit Agreement
(viii) Rights of holders of receipts to Paragraph 11
inspect the transfer books of the
Depositary and the list of holders
of receipts
(ix) Restrictions upon the right to Paragraphs 2, 3, 4, 5, 6, 8,
deposit or withdraw the underlying 14 and 22
securities
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Location in Form of
Global Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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(x) Limitation upon the liability of Paragraphs 14, 18, 19 and 21
the Depositary
(3) Fees and Charges Paragraph 7 and 8
Item 2. Available Information
Location in Form of
Global Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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2(a) Statement that IRSA Inversiones y Paragraph 11
Representaciones S.A. is subject to the
periodic reporting requirements of the
Securities Exchange Act of 1934 and,
accordingly, files certain reports with
the Commission -- and that such reports
can be inspected by holders of Global
Depositary Receipts and copied at public
reference facilities maintained by the
Commission in Washington, D.C.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
* (1) Form of Deposit Agreement (including the form of Global Depositary
Receipt), dated as of May 24, 1994, as amended and restated as of December 12,
1994, as further amended and restated as of November 15, 2000, among IRSA
Inversiones y Representaciones S.A. (the "Issuer"), The Bank of New York, as
Depositary (the "Depositary"), and each Owner and holder from time to time of
Global Depositary Receipts ("ADRs") issued thereunder.
* (2) Form of Letter from the Depositary to the Issuer, relating to the
Pre-release of Global Depositary Receipts.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as
to the legality of the securities being registered.
(5) Certification under Rule 466.
Item 4. Undertakings
(a) The Depositary hereby undertakes to make available at the principal
office of the Depositary in the United States, for inspection by holders of the
ADRs, any reports and communications received from the Issuer which are both (1)
received by the Depositary as the holder of the deposited securities and (2)
made generally available to the holders of the underlying securities by the
Issuer.
(b) The Depositary hereby undertakes to notify each registered holder of
an ADR at least thirty days before any change in the fee schedule.
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* Incorporated by reference to Form F-6 Registration Statement No. 33-86794
filed by the Registrant with the Commission
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of
New York, on behalf of the legal entity created by the Deposit Agreement, dated
as of May 24, 1994, as amended and restated as of December 12, 1994, as further
amended and restated as of November 15, 2000, among IRSA Inversiones y
Representaciones S.A., The Bank of New York, as Depositary, and each Owner and
holder of an Global Depositary Receipt issued thereunder certifies that it has
reasonable grounds to believe that all the requirements for filing on Form F-6
are met and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in The City of New York,
State of New York, on May 31, 2006.
By: THE BANK OF NEW YORK,
as Depositary
By: /s/ Allen R. Murray
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Name: Allen R. Murray
Title: Managing Director
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Pursuant to the requirements of the Securities Act of 1933, IRSA
Inversiones y Representaciones S.A. has caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in Argentina
on May 30, 2006.
IRSA Inversiones y Representaciones S.A.
By: \s\ Eduardo S. Elsztain
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Name: Eduardo S. Elsztain
Title: Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the following persons
in the capacities indicated on May 30, 2006.
Name Title
---- -----
\s\ Eduardo S. Elsztain Chairman and Chief Executive Officer
--------------------------- (Principal Executive Officer)
Eduardo S. Elsztain
\s\ Gabriel Blasi Chief Financial Officer
--------------------------- (Principal Financial Officer)
Gabriel Blasi
\s\ David Perednik Chief Accounting Officer
--------------------------- (Principal Accounting Officer)
David Perednik
\s\ Saul Zang First Vice Chairman and Director
---------------------------
Saul Zang
\s\ Alejandro G. Elsztain Second Vice Chairman and Director
---------------------------
Alejandro G. Elsztain
\s\ Oscar P. Bergotto Director
---------------------------
Oscar P. Bergotto
\s\ Fernando A. Elsztain Director
---------------------------
Fernando A. Elsztain
\s\ Marcos Fischman Director
---------------------------
Marcos Fischman
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Director
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Carlos Ricard Esteves
Director
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Cedric Bridges
Director
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Barenburm Fernando
Director
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Gladstein Gary
Director
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Fernando Rubin
/s/ Donald J. Puglisi Authorized Representative
--------------------------- in the United States
Donald J. Puglisi
Managing Director
Puglisi & Associates
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INDEX TO EXHIBITS
Exhibit
Number
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(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to the legality of the securities being registered.
(5) Certification under Rule 466.
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