Filing Details
- Accession Number:
- 0001654954-17-010051
- Form Type:
- 13D Filing
- Publication Date:
- 2017-11-06 11:08:03
- Filed By:
- Cresud Inc
- Company:
- Cresud Sociedad Anonima Comercial Inmobiliaria Financiera Y Agropecuaria (NASDAQ:CRESY)
- Filing Date:
- 2017-11-06
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Eduardo S. Elsztain | 94,289 | 174,268,259 | 94,289 | 174,268,259 | 174,268,259 | 34.74% |
| Agroinvestment S.A | 0 | 174,268,259 | 0 | 174,268,259 | 174,268,259 | 34.74% |
| IFIS Limited | 0 | 174,268,259 | 0 | 174,268,259 | 174,268,259 | 34.74% |
| Inversiones Financieras del Sur S.A | 0 | 174,268,259 | 0 | 174,268,259 | 174,268,259 | 34.74% |
| Consultores Assets Management S.A | 0 | 174,268,259 | 0 | 174,268,259 | 174,268,259 | 34.74% |
| Consultores Venture Capital Uruguay S.A | 0 | 174,268,259 | 0 | 174,268,259 | 174,268,259 | 34.74% |
| Consultores Venture Capital Limited | 0 | 174,268,259 | 0 | 174,268,259 | 174,268,259 | 34.74% |
Filing
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13 D/A
(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.21)*
CRESUD SOCIEDAD ANÓNIMA COMERCIAL INMOBILIARIA FINANCIERA y
AGROPECUARIA
(Name of Issuer)
Common Stock, Par Value 1.00 Peso per Share
(Title of Class of Securities)
226406106
(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)
October 30, 2017
(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. G
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
whom 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. 226406106 | | Page
2 of 19
Pages |
| 1. | NAME OF
REPORTING PERSONI.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY) Eduardo
S. Elsztain | ||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
☒ (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 94,289 | |
| 8. | SHARED
VOTING POWER 174,268,259 | ||
| 9. | SOLE
DISPOSITIVE POWER 94,289 | ||
| 10. | SHARED
DISPOSITIVE POWER 174,268,259 | ||
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,268,259 | ||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | ||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.74% | ||
| 14. | TYPE OF
REPORTING PERSON IN | ||
SCHEDULE 13D
| CUSIP
No. 226406106 | | Page
3 of 19
Pages |
| 1. | NAME OF
REPORTING PERSONI.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY) Agroinvestment
S.A. | ||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
☒ (b)
☐ | ||
| 3. | SEC USE
ONLY | ||
| 4. | SOURCE
OF FUNDS 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 174,268,259 | ||
| 9. | SOLE
DISPOSITIVE POWER 0 | ||
| 10. | SHARED
DISPOSITIVE POWER
174,268,259 | ||
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,268,259 | ||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | ||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.74% | ||
| 14. | TYPE OF
REPORTING PERSON CO | ||
SCHEDULE 13D
| CUSIP
No. 226406106 | | Page
4 of 19
Pages |
| 1. | NAME OF
REPORTING PERSONI.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY) IFIS
Limited | ||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
☒ (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 174,268,259 | ||
| 9. | SOLE
DISPOSITIVE POWER 0 | ||
| 10. | SHARED
DISPOSITIVE POWER 174,268,259 | ||
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,268,259 | ||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | ||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.74% | ||
| 14. | TYPE OF
REPORTING PERSON CO | ||
SCHEDULE 13D
| CUSIP
No. 226406106 | | Page
5 of 19
Pages |
| 1. | NAME OF
REPORTING PERSONI.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)
☒ (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 174,268,259 | ||
| 9. | SOLE
DISPOSITIVE POWER 0 | ||
| 10. | SHARED
DISPOSITIVE POWER 174,268,259 | ||
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,268,259 | ||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | ||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.74% | ||
| 14. | TYPE OF
REPORTING PERSON CO | ||
SCHEDULE 13D
| CUSIP
No. 226406106 | | Page
6 of 19
Pages |
| 1. | NAME OF
REPORTING PERSONI.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)
☒ (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 174,268,259 | ||
| 9. | SOLE
DISPOSITIVE POWER 0 | ||
| 10. | SHARED
DISPOSITIVE POWER 174,268,259 | ||
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,268,259 | ||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | ||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.74% | ||
| 14. | TYPE OF
REPORTING PERSON CO | ||
SCHEDULE 13D
| CUSIP
No. 226406106 | | Page
7 of 19
Pages |
| 1. | NAME OF
REPORTING PERSONI.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)
☒ (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 174,268,259 | ||
| 9. | SOLE
DISPOSITIVE POWER 0 | ||
| 10. | SHARED
DISPOSITIVE POWER 174,268,259 | ||
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,268,259 | ||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | ||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.74% | ||
| 14. | TYPE OF
REPORTING PERSON CO | ||
SCHEDULE 13D
| CUSIP
No. 226406106 | | Page
8 of 19
Pages |
| 1. | NAME OF
REPORTING PERSONI.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)
☒ (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 174,268,259 | ||
| 9. | SOLE
DISPOSITIVE POWER 0 | ||
| 10. | SHARED
DISPOSITIVE POWER 174,268,259 | ||
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,268,259 | ||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | ||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.74% | ||
| 14. | TYPE OF
REPORTING PERSON CO | ||
SCHEDULE 13D
| CUSIP
No. 226406106 | | Page
9 of 19
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.21 TO SCHEDULE 13D
This
Amendment No.21 Schedule 13D (“Amendment No.21”) amends and
restates Items 2, 4, 5, and 6 of the Schedule 13D filed by the
Reporting Persons with the SEC (the “Schedule 13D”). Capitalized terms
used in this Amendment No.21 but not defined herein have the
meaning given to such terms in Schedule 13D, as amended and
restated from time to time.
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 or Director of each of the following
companies:
(i)
IFIS Limited, a
limited liability company organized under the laws of Bermuda
(“IFIS”);
(ii)
Inversiones
Financieras del Sur S.A., a stock corporation organized under the
laws of the Republic of Uruguay (“IFISA”);
(iii)
Consultores Assets
Management S.A., a stock corporation organized under the laws of
Republic of Argentina (“CAM”);
(iv)
Consultores Venture
Capital Limited, a limited liability company organized under the
laws of Cayman Island (“CVC
Cayman”);
(v)
Consultores Venture
Capital Uruguay S.A., a stock corporation organized under the laws
of the Republic of Uruguay (“CVC Uruguay”);
(vi)
Agroinvestment
S.A., a stock corporation organized under the laws of the Republic
of Uruguay (“Agroinvestment” and together with
Elsztain, IFIS, IFISA, CAM, CVC Cayman and CVC Uruguay, being
collectively referred to as the “Reporting Persons”).
Elsztain’ s
principal offices are located at Bol’var 108, 1st floor,
(C1066AAD), Ciudad Autónoma de 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, 91600 Montevideo, Republic of
Uruguay; CAM’s principal offices are located at
Bol’var 108, 1st floor, (C1066AAD) Ciudad Autónoma de
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, 91600 Montevideo, Republic of Uruguay; and
Agroinvestment’s principal offices are located at
Cambará 1620, Floor 2, office 202, Carrasco, 11000 Montevideo,
Republic of Uruguay.
Because
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).
SCHEDULE 13D
| CUSIP
No. 226406106 | | Page
10 of 19
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
May 26, 2016, the Reporting Persons have increased their beneficial
ownership of Cresud’s common shares by acquiring shares
representing an additional 3.84% of Cresud´s outstanding share
capital. Such increase was the result of:
●
The purchase in the
open market of 209 common shares and the sale of 89,096 ADRs
(equivalent to 890,960 common shares).
●
The acquisition of
1,971,012 ADRs (equivalent to 19,710,120 common shares) in the
terms and conditions described in Item 6 below.
●
The distribution of
969 common shares to certain employees in the framework of an
incentive plan.
●
The receipt of
1,193,031 common shares (consisting of 67,241 common shares and
112,579 ADRs) as a result of Cresud´s dividend distribution of
shares to all its shareholders.
●
The delivery of
73.715 ADRs to an investor in exchange of certain shares of a
Reporting Person.
Except
as described above, neither the Reporting Persons nor, to their
knowledge, any person named in Schedule A attached hereto, 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.
The
variations reported in this Amendment No. 21 were effected in the
period from May26, 2016 through October 30, 2017 (the
“Transaction
Period”).
Item 5. Interests in Securities of the Issuer
(a)
As of October 30,
2017, the Reporting Persons beneficially owned the equivalent of
174,268,259 common shares of Cresud, representing 34.74% of
Cresud’s outstanding equity as of that date.
The
following is a description of the Reporting Persons’
beneficial ownership of Cresud common shares as of October 30,
2017:
|
Shareholder |
Number of Shares Currently Owned |
% of Outstanding Shares |
| Reporting
Persons (as a group) | 174,268,259 |
34.74% |
| Total | 501,642,804 | 100% |
SCHEDULE 13D
| CUSIP
No. 226406106 | | Page
11 of 19
Pages |
(i)
Elsztain is the
Chairman of the Board of Directors of IFIS, IFISA, Cresud, CAM, CVC
Uruguayand Agroinvestment, and Director of CVC Cayman. As of
October 30, 2017, Elsztain holds (through companies controlled by
him and proxies) a majority of the voting power in IFIS Ltd. As of
October 30, 2017, Elsztain owns 85.0% of the outstanding equity
capital of CAM which owns 100% of CVC Uruguay which in turn owns
100% of CVC Cayman. As of that same date, Elsztain directly
owns the equivalent of 94,289 common shares of the outstanding
equity capital of Cresud, representing approximately 0.02% of
Cresud’s issued and outstanding common shares;
(ii)
IFIS is the direct
owner of 100% of the common shares of IFISA;
(iii)
IFISA directly owns
the equivalent of 154,462,970 common shares of Cresud representing
approximately 30.79% of Cresud’s issued and outstanding
common shares;
(iv)
CVC Cayman serves
as the Investment Manager of IFIS and does not own Cresud’s
common shares;
(v)
CAM is the direct
owner of 100% of the common shares of CVC Uruguay, but does not
directly own Cresud´s common shares;
(vi)
Agroinvestment
directly owns the equivalent of 19,710,120 common shares of Cresud
representing approximately 3.93% of Cresud’s issued and
outstanding common shares; and
(vii)
CVC Uruguay
directly owns 880 common shares of Cresud representing
approximately 0.0002% of Cresud’s issued and outstanding
common shares.
Set
forth below is a diagram of the Reporting Persons’ beneficial
ownership of Cresud as of October 30, 2017:
SCHEDULE 13D
| CUSIP
No. 226406106 | | Page
12 of 19
Pages |
Given
the foregoing, the Reporting Persons may be deemed to be the
beneficial owners of 174,268,259 common shares, representing 34.74%
of the issued and outstanding common shares of Cresud, as of
October 30, 2017.
(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 Cresud common shares that were effected during the last
sixty days of the Transaction Period are listed on Annex
I.
(d)-(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Securities Loan Agreement: On
December 24, 2015, IFISA and CVC Uruguay have renewed for the term
of one year the Securities Loan Agreement entered into on November
25, 2009, remaining the rest of the terms and conditions without
any change. The total amount of ADRs subject to this loan was
89,096. Pursuant to the terms and conditions of the Securities Loan
Agreement, the loan was paid by CVC Uruguay in cash instead of in
shares. Therefore, IFISA recorded the transaction as a sale of the
shares.
SCHEDULE 13D
| CUSIP
No. 226406106 | | Page
13 of 19
Pages |
Purchase Agreement. On May 10,
2016, an agreement was executed among IFIS, Elsztain and Cougar
Capital Strategies LLC (hereinafter “Cougar) pursuant to
which IFIS undertook to deliver to Cougar 1,955,870 American
Depositary Receipts (hereinafter “Cresud Shares) of Cresud.
Pursuant to this agreement, on October 30, 2017, Agroinvestment, a
company wholly owned by Mr. Elsztain, acquired from Cougar the
Cresud Shares plus an additional 15,142 ADRs of Cresud previously
distributed by Cresud to Cougar as part of a share
dividend.
Loan Agreements. On November
26, 2015, IFISA executed a Loan Agreement, for which the lender
holds as collateral 735,633 ADRs of Cresud, each ADR representing
10 common shares. Notwithstanding the aforementioned, IFISA
maintains the voting and economic rights related to the
ADRs.
On June
07, 2017, IFISA executed another Loan Agreement, for which the
lender holds as collateral 1,055,000 ADRs of Cresud, each ADR
representing 10 common shares. Furthermore the aforementioned,
IFISA maintains the voting and economic rights related to the
ADRs.
On
November 1, 2017, IFISA executed another Loan Agreement, for which
the company agreed to deliver 750,000 ADRs of Cresud as collateral
and analogously maintains the voting and economic rights related to
the ADRs.
On
October 30, 2017, and related to Agroinvestment’s purchase of
Cresud Shares described above, Agroinvestment executed a Credit
Agreement for which the lender holds as collateral 4,941,114 ADRs
of Cresud, each ADR representing 10 common shares. Notwithstanding
the aforementioned the Reporting Persons maintain the voting and
economic rights related to the ADRs.
Other
than as set forth above or otherwise described in this Schedule
13D, there are no contracts, arrangements, understandings or
relationships with respect to any securities of Cresud to which the
Reporting Persons are a party.
SCHEDULE 13D
| CUSIP
No. 226406106 | | Page
14 of 19
Pages |
Schedule A
Eduardo
S. Elsztain
Bol’var 108,
1st Floor
(C1066AAD), Ciudad
Autónoma de Buenos Aires
Republic of
Argentina
Citizen
of Argentina
Directors of IFIS Limited
| 1. | Eduardo
S. ElsztainChairmanClarendon House, 2
Church Street, Hamilton
HM 08, Bermuda, Bermuda. Citizen
of Argentina | 3. | Mariana
Renata Carmona de ElsztainDirectorClarendon House, 2
Church Street, Hamilton
HM 08, Bermuda, Bermuda. Citizen
of Argentina |
| 2. | Saúl
ZangDirectorClarendon House, 2
Church Street, Hamilton
HM 08, Bermuda, Bermuda. Citizen
of Argentina | 4. | Alejandro
Gustavo ElsztainDirectorClarendon House, 2
Church Street, Hamilton
HM 08, Bermuda, Bermuda. Citizen
of Argentina |
Directors of Consultores Venture Capital Uruguay
| 1. | Eduardo
S. Elsztain (Chairman)DirectorRuta 8
KM 17.500 Edificio@1 Local 160,
91600, MontevideoRepublic of UruguayCitizen of
Argentina | 3. | Olga
Stirling DirectorRuta
8 KM 17.500 Edificio@1 Local 160,
91600, MontevideoRepublic of UruguayCitizen of
Uruguay |
| 2. | Eduardo
Simon BartfeldDirectorRuta 8 KM 17.500
Edificio@1 Local 160,
91600, Montevideo
Republic of UruguayCitizen of Uruguay | 4. | Saul
Zang (Vice First Chairman) DirectorRuta
8 KM 17.500 Edificio@1 Local 160,
91600, MontevideoRepublic of UruguayCitizen of
Argentina |
Directors of Consultores Assets Management S.A.
| 1. | Eduardo
S. Elsztain (Chairman)DirectorBol’var 108, 1st
Floor (C1066AAD)
Ciudad Autónoma de Buenos Aires Republic
of Argentina Citizen
of Argentina | 3. | Mariana
Renata Carmona de Elsztain (Vice First Chairman) Director Bol’var
108, 1st Floor (C1066AAD)
Ciudad Autónoma de Buenos Republic
of Argentina Citizen
of Argentina |
| 2. | Saúl
Zang (Second Vice Chairman)Director Bol’var
108, 1st Floor (C1066AAD)
Ciudad Autónoma de Buenos Aires Republic
of Argentina Citizen
of Argentina | |
4.Gerardo Ariel TyszberowiczAlternate DirectorBol’var 108,
1° Floor(1066) Buenos AiresRepublic of ArgentinaCitizen of
Argentina |
SCHEDULE 13D
| CUSIP
No. 226406106 | | Page
15 of 19
Pages |
Directors of Consultores Venture Capital Limited
| 1. | Eduardo
S. Elsztain (Chairman)Director89 Nexus Way, Camana
Bay, Grand
Cayman, KY1-1205,
Cayman Islands Citizen
of Argentina | 2. | Saúl
ZangDirector89 Nexus Way, Camana
Bay, Grand
Cayman, KY1-1205,
Cayman Islands Citizen
of Argentina |
Directors of Inversiones Financieras del Sur S.A.
| 1. | Eduardo
S. ElsztainChairman of the BoardRuta 8
KM 17.500 Edificio@1 Local 003,
91600, MontevideoRepublic of UruguayCitizen of
Argentina | 3. | Eduardo
Simon BartfeldDirectorRuta 8 KM 17.500 Edificio@1 Local
003, 91600,
MontevideoRepublic of UruguayCitizen of Uruguay |
| 2. | Saúl
ZangDirectorRuta 8 KM 17.500
Edificio@1 Local 003,
91600, MontevideoRepublic of UruguayCitizen of
Argentina | 4. | Olga
StirlingDirector Ruta 8 KM 17.500
Edificio@1 Local 003,
91600, MontevideoRepublic of UruguayCitizen of
Uruguay |
Directors of Agroinvestment S.A.
| 1. | Eduardo
S. Elsztain Chairman Zabala 1422, 2 nd Floor11500, Montevideo
Republic of UruguayCitizen of Argentina | 3. | Eduardo
Simon BartfeldDirector Zabala 1422, 2 nd Floor11500, Montevideo
Republic of UruguayCitizen of Argentina |
| 2. | Mariana
Renata Carmona de ElsztainDirector Zabala 1422, 2nd Floor11500,
Montevideo Republic of UruguayCitizen of Argentina | | |
SCHEDULE 13D
| CUSIP
No. 226406106 | | Page
16 of 19
Pages |
Directors and Executive Officers of Cresud Sociedad Anónima
Comercial, Inmobiliaria, Financiera y Agropecuaria
Directors
| 1. | Eduardo
Sergio ElsztainChairmanMoreno 877, 23rd floor (C1091AAQ)
Ciudad Autónoma de Buenos AiresRepublic of ArgentinaCitizen of
Argentina | 7. | Pedro
Damaso Labaqui Palácio Director Moreno
877, 23rd Floor (C1091AAQ)
Ciudad Autónoma de Buenos AiresRepublic of ArgentinaCitizen of
Argentina |
| 2. | Saúl
ZangVice ChairmanMoreno 877, 23rd floor (C1091AAQ)
Ciudad Autónoma de Buenos AiresRepublic of ArgentinaCitizen of
Argentina | 8. | Daniel
E. Mellicovsky DirectorMoreno
877, 23rd floor (C1091AAQ)
Ciudad Autónoma de Buenos AiresRepublic of ArgentinaCitizen of
Argentina |
| 3. | Alejandro
Gustavo ElsztainSecond Vice ChairmanMoreno 877, 23rd
Floor (C1091AAQ)
Ciudad Autónoma de Buenos AiresRepublic of ArgentinaCitizen of
Argentina | 9. | Alejandro
Gustavo Casaretto DirectorMoreno
877, 23rd Floor (C1091AAQ)
Ciudad Autónoma de Buenos AiresRepublic of ArgentinaCitizen of
Argentina |
| 4. | Gabriel
Adolfo Gregorio ReznikDirectorMoreno 877, 23rd Floor (C1091AAQ)
Ciudad Autónoma de Buenos AiresRepublic of ArgentinaCitizen of
Argentina | 10. | Gastón
Armando LernoudAlternate DirectorMoreno 877, 23rd Floor(C1091AAQ)
Ciudad Autónoma de Buenos AiresRepublic of ArgentinaCitizen of
Argentina |
| 5. | Jorge
Oscar Fernández Director Moreno
877, 23rd Floor (C1091AAQ)
Ciudad Autónoma de Buenos AiresRepublic of ArgentinaCitizen of
Argentina | 11. | Enrique
AntoniniAlternate DirectorMoreno 877, 23rd Floor(C1091AAQ) Ciudad
Autónoma de Buenos AiresRepublic of ArgentinaCitizen of
Argentina |
| 6. | Fernando
Adrián ElsztainDirectorMoreno 877, 23rd Floor (C1091AAQ)
Ciudad Autónoma de Buenos AiresRepublic of ArgentinaCitizen of
Argentina | 12. | Eduardo
KalpakianAlternate DirectorMoreno 877, 23rd Floor(C1091AAQ) Ciudad
Autónoma de Buenos AiresRepublic of ArgentinaCitizen of
Argentina |
| | | | |
SCHEDULE 13D
| CUSIP
No. 226406106 | | Page
17 of 19
Pages |
Executive Officers
| 1. | Alejandro
Gustavo ElsztainChief Executive OfficerMoreno 877, 23rd
floor (C1091AAQ)
Ciudad Autónoma de Buenos AiresRepublic of ArgentinaCitizen of
Argentina | 4. | Alejandro
Gustavo Casaretto Regional
Manager of Agricultural Moreno
877, 23rd floor (C1091AAQ)
Ciudad Autónoma de Buenos AiresRepublic of ArgentinaCitizen of
Argentina | |
| 2. | Mat’as
Iván Gaivironsky Chief
Financial Officer and Chief Administrative Officer Moreno
877, 23rd floor (C1091AAQ)
Ciudad Autónoma de Buenos AiresRepublic of ArgentinaCitizen of
Argentina | 5. | Carlos
Blousson Chief
Executive Officer of the Bolivian and Argentinean
Operations Moreno
877, 23rd
floor (C1091AAQ)
Ciudad Autónoma de Buenos AiresRepublic of ArgentinaCitizen of
Argentina | |
| 3. | Walter
Vallini Compliance
Officer Moreno
877, 23rd floor (C1091AAQ)
Ciudad Autónoma de Buenos AiresRepublic of ArgentinaCitizen of
Argentina | | | |
SCHEDULE 13D
| CUSIP
No. 226406106 | | Page
18 of 19
Pages |
Annex 1
Transactions by the Reporting Persons or persons named in Schedule
A that were effected during the last 60 days of the Transaction
Period.
Agroinvestment´s transaction in CRESUD ADRs
Alejandro Elsztain´s transaction in CRESUD ADRs
Saul Zang´s transaction in CRESUD ADRs
SCHEDULE 13D
| CUSIP
No. 226406106 | | Page
19 of 19
Pages |
SIGNATURES
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:
May 26, 2016
|
Eduardo S. Elsztain |
Consultores Venture Capital Uruguay |
| By: /S/
Eduardo S. ElsztainName: Eduardo S. Elsztain | By: /S/
Eduardo S. ElsztainName: Eduardo S. ElsztainTitle: Chairman of the
Board |
|
IFIS Limited |
Consultores Assets Management S.A. |
| By: /S/
Eduardo S. ElsztainName: Eduardo S. ElsztainTitle: Chairman of the
Board | By: /S/
Eduardo S. ElsztainName: Eduardo S. ElsztainTitle: Chairman of the
Board |
|
Inversiones Financieras del Sur S.A. |
Consultores Venture Capital Limited |
| By: /S/
Eduardo S. ElsztainName: Eduardo S. ElsztainTitle: Chairman of the
Board | By: /S/
Eduardo S. ElsztainName: Eduardo S. ElsztainTitle: Chairman of the
Board |
|
Agroinvestment S.A. | |
| By: /S/
Eduardo S. ElsztainName: Eduardo S. ElsztainTitle: Chairman of the
Board | |