Filing Details
- Accession Number:
- 0001654954-18-013186
- Form Type:
- 13D Filing
- Publication Date:
- 2018-11-26 10:26:19
- Filed By:
- Elsztain Eduardo S
- Company:
- Cresud Sociedad Anonima Comercial Inmobiliaria Financiera Y Agropecuaria (NASDAQ:CRESY)
- Filing Date:
- 2018-11-26
- 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 | 97,751 | 182,150,964 | 97,751 | 182,150,964 | 182,150,964 | 36.31% |
| Agroinvestment S.A | 0 | 182,150,964 | 0 | 182,150,964 | 182,150,964 | 36.31% |
| IFIS Limited | 0 | 182,150,964 | 0 | 182,150,964 | 182,150,964 | 36.31% |
| Inversiones Financieras del Sur S.A | 0 | 182,150,964 | 0 | 182,150,964 | 182,150,964 | 36.31% |
| Consultores Assets Management S.A | 0 | 182,150,964 | 0 | 182,150,964 | 182,150,964 | 36.31% |
| Consultores Venture Capital Uruguay S.A | 0 | 182,150,964 | 0 | 182,150,964 | 182,150,964 | 36.31% |
| Consultores Venture Capital Limited | 0 | 182,150,964 | 0 | 182,150,964 | 182,150,964 | 36.31% |
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.23)*
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)
November
12, 2018
(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 97,751 | |
| 8. | SHARED
VOTING POWER 182,150,964 | ||
| 9. | SOLE
DISPOSITIVE POWER 97,751 | ||
| 10. | SHARED
DISPOSITIVE POWER 182,150,964 | ||
| 11. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 182,150,964 | ||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | ||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.31% | ||
| 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
182,150,964 | ||
| 9. | SOLE
DISPOSITIVE POWER 0 | ||
| 10. | SHARED
DISPOSITIVE POWER 182,150,964 | ||
| 11. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,150,964 | ||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | ||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.31% | ||
| 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
182,150,964 | ||
| 9. | SOLE
DISPOSITIVE POWER 0 | ||
| 10. | SHARED
DISPOSITIVE POWER
182,150,964 | ||
| 11. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,150,964 | ||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | ||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.31% | ||
| 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 182,150,964 | ||
| 9. | SOLE
DISPOSITIVE POWER 0 | ||
| 10. | SHARED
DISPOSITIVE POWER 182,150,964 | ||
| 11. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 182,150,964 | ||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | ||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.31% | ||
| 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 182,150,964 | ||
| 9. | SOLE
DISPOSITIVE POWER 0 | ||
| 10. | SHARED
DISPOSITIVE POWER 182,150,964 | ||
| 11. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 182,150,964 | ||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | ||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.31% | ||
| 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 182,150,964 | ||
| 9. | SOLE
DISPOSITIVE POWER 0 | ||
| 10. | SHARED
DISPOSITIVE POWER 182,150,964 | ||
| 11. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 182,150,964 | ||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | ||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.31% | ||
| 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 182,150,964 | ||
| 9. | SOLE
DISPOSITIVE POWER 0 | ||
| 10. | SHARED
DISPOSITIVE POWER 182,150,964 | ||
| 11. | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 182,150,964 | ||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | ||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.31% | ||
| 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.23 TO SCHEDULE 13D
This
Amendment No.23 Schedule 13D (“Amendment No.23”) 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.23 but not defined herein have the
meaning given to such terms in Schedule 13D, as amended and
restated from time to time.
(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 Zabala
1422, Floor 2, 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 30, 2018, the Reporting Persons have increased their beneficial
ownership of Cresud’s common shares by acquiring shares
representing an additional 1.57% of Cresud´s outstanding share
capital. Such increase was the result of:
●
The purchase in the
open market of 38,280 ADRs (equivalent to 382,800 common
shares)
●
The receipt of
7,500,468 common shares (consisting of 1,216,508 common shares and
628,396 ADRs) as a result of the distribution of treasury shares
made by Cresud.
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. 23 were effected in the
period from May 30, 2018 through November 12, 2018 (the
“Transaction
Period”).
Item
5. Interests in Securities of the Issuer
(a)
(a) As of November
12, 2018, the Reporting Persons beneficially owned the equivalent
of 182,150,964 common shares of Cresud, representing 36.31% 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 November 12,
2018:
| Shareholder | Number
of Shares Currently Owned | %
of Outstanding Shares |
| Reporting Persons
(as a group) | 182,150,964 | 36.31% |
| 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
Uruguay and Agroinvestment, and Director of CVC Cayman. As of
November 12, 2018, Elsztain holds (through companies controlled by
him and proxies) a majority of the voting power in IFIS Ltd. As of
November 12, 2018, Elsztain holds 100% of the outstanding equity
capital of Agroinvestment. As of November 12, 2018, 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 97,751 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 114,926,563 common shares of Cresud representing
approximately 22.91% 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 67,125,740 common shares of Cresud
representing approximately 13.38% of Cresud’s issued and
outstanding common shares; and
(vii)
CVC Uruguay
directly owns 910 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 November 12, 2018:
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 182,150,964 common shares, representing
36.31% of the issued and outstanding common shares of Cresud, as of
November 12, 2018.
(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.
SCHEDULE
13D
| CUSIP
No. 226406106 | | Page
13 of 19 Pages |
Loan Agreements. IFISA has
executed five Loan Agreements, for which the lenders hold 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 11,614,110 common shares of Cresud,
IFISA maintains the voting and economic rights related to the
common shares. On November 1, 2017, IFISA executed another Loan
Agreement, for which the lender holds 7,264,760 common shares of
Cresud as collateral and analogously the company maintains the
voting and economic rights related to the common
shares.
On
October 23, 2017, as amended from time to time, on May 14, 2018, on
May 30, 2018, on June 29, 2018, on July 02, 2018, on August 17,
2018, on August 21, 2018, on August 29, 2018, on August 30, 2018,
and on September 05, 2018, those ten Loan Agreements were executed
between IFISA as lender and IFIS as borrower, pursuant to which
IFISA loaned 4,765,014 ADRs of Cresud to IFIS until November 23,
2019. Concurrently, Loan Agreements were executed between IFIS as
lender and Agroinvestment as borrower, pursuant to which IFIS
loaned 4,765,014 ADRs of Cresud to Agroinvestment until November
23, 2019.
On
October 30, 2017, Agroinvestment executed a Credit Agreement for
which the lender holds as collateral 6,712,574 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.
On
October 31, 2018, a Loan Agreement was executed between Eduardo S.
Elsztain as lender and Agroinvestment as borrower, pursuant to
which Eduardo S. Elsztain loaned 38,280 ADRs of Cresud until
November 23, 2019.
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. Elsztain Chairman Clarendon
House, 2
Church Street, Hamilton HM 08,
Bermuda, Bermuda. Citizen
of Argentina | 3. | Mariana
Renata Carmona de Elsztain Director Clarendon
House, 2
Church Street, Hamilton HM 08,
Bermuda, Bermuda. Citizen
of Argentina |
| 2. | Saúl
Zang Director Clarendon
House, 2
Church Street, Hamilton HM 08,
Bermuda, Bermuda. Citizen
of Argentina | 4. | Alejandro Gustavo
Elsztain Director Clarendon
House, 2
Church Street, Hamilton HM 08,
Bermuda, Bermuda. Citizen
of Argentina |
Directors
of Consultores Venture Capital Uruguay
| 1. | Eduardo
S. Elsztain Chairman Ruta 8 KM 17.500 Edificio@1 Local
160, 91600, Montevideo Republic of
Uruguay Citizen
of Argentina | 3. | Olga
Stirling Director Ruta 8 KM 17.500 Edificio@1 Local
160, 91600, Montevideo Republic of Uruguay Citizen
of Uruguay |
| 2. | Eduardo
Simon Bartfeld Director Ruta 8 KM 17.500 Edificio@1 Local
160, 91600,
Montevideo Republic of Uruguay Citizen
of Uruguay | 4. | Saul
Zang Vice
Chairman Ruta 8 KM 17.500 Edificio@1 Local
160, 91600, Montevideo Republic of Uruguay Citizen
of Argentina |
Directors
of Consultores Assets Management S.A.
| 1. | Eduardo
S. Elsztain
Chairman
Bol’var 108,
1st Floor (C1066AAD) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
of Argentina | 3. | Mariana
Renata Carmona de Elsztain
First Vice-Chairman Bolivar
108, 1st Floor (C1066AAD) Ciudad
Autónoma de Buenos Republic of
Argentina Citizen
of Argentina |
| 2. | Saúl Zang
(Second Vice Chairman) Second
Vice-Chairman Bol’var 108,
1st Floor (C1066AAD) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
of Argentina | 4. | Ilan
Ariel Elsztain Alternate
Director Bol’var 108,
1st Floor (C1066AAD) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
of Argentina |
SCHEDULE
13D
| CUSIP
No. 226406106 | | Page
15 of 19 Pages |
Directors
of Consultores Venture Capital Limited
| 1. | Eduardo
S. Elsztain Chairman 89
Nexus Way, Camana
Bay, Grand
Cayman, KY1-1205, Cayman
Islands Citizen
of Argentina | 2. | Saúl
Zang Director 89
Nexus Way, Camana
Bay, Grand
Cayman, KY1-1205, Cayman
Islands Citizen
of Argentina |
Directors
of Inversiones Financieras del Sur S.A.
| 1. | Eduardo
S. Elsztain Chairman of the
Board Ruta 8 KM 17.500 Edificio@1 Local
003, 91600, Montevideo Republic of
Uruguay Citizen
of Argentina | 3. | Eduardo
Simon Bartfeld Director Ruta 8
KM 17.500 Edificio@1 Local 003, 91600,
Montevideo Republic of
Uruguay Citizen
of Uruguay |
| 2. | Saúl
Zang Vice
Chairmane Ruta 8 KM 17.500 Edificio@1 Local
003, 91600, Montevideo Republic of
Uruguay Citizen
of Argentina | 4. | Olga
Stirling Director Ruta 8 KM 17.500 Edificio@1 Local
003, 91600, Montevideo Republic of
Uruguay Citizen
of Uruguay |
Directors
of Agroinvestment S.A.
| 1. | Eduardo S.
Elsztain Chairman Zabala
1422, 2 nd Floor 11500,
Montevideo Republic of
Uruguay Citizen
of Argentina | 3. | Eduardo
Simon Bartfeld Director Zabala
1422, 2 nd Floor 11500,
Montevideo Republic of
Uruguay Citizen
of Argentina |
| 2. | Mariana
Renata Carmona de Elsztain Director Zabala
1422, 2nd Floor 11500,
Montevideo Republic of
Uruguay Citizen
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 Elsztain ChairmanMoreno 877,
23rd floor (C1091AAQ) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
of Argentina | 7. | Pedro
Damaso Labaqui Palácio Director Moreno
877, 23rd Floor (C1091AAQ) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
of Argentina |
| 2. | Saúl
Zang Vice
Chairman Moreno
877, 23rd floor (C1091AAQ) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
of Argentina | 8. | Daniel
E. Mellicovsky Director Moreno
877, 23rd floor (C1091AAQ) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
of Argentina |
| 3. | Alejandro Gustavo
Elsztain Second
Vice Chairman Moreno
877, 23rd Floor (C1091AAQ) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
of Argentina | 9. | Alejandro Gustavo
Casaretto Director Moreno
877, 23rd Floor (C1091AAQ) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
of Argentina |
| 4. | Gabriel
Adolfo Gregorio Reznik Director Moreno
877, 23rd
Floor (C1091AAQ) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
of Argentina | 10. | Gastón Armando
Lernoud Alternate
Director Moreno
877, 23rd Floor (C1091AAQ) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
of Argentina |
| 5. | Jorge
Oscar Fernández Director Moreno
877, 23rd Floor (C1091AAQ) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
of Argentina | 11. | Enrique
Antonini Alternate
Director Moreno
877, 23rd Floor (C1091AAQ) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
of Argentina |
| 6. | Fernando
Adrián Elsztain Director Moreno
877, 23rd Floor (C1091AAQ) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
of Argentina | 12. | Eduardo
Kalpakian Alternate
Director Moreno
877, 23rd Floor (C1091AAQ) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
of Argentina |
| | | | |
SCHEDULE
13D
| CUSIP
No. 226406106 | | Page
17 of 19 Pages |
Executive
Officers
| 1. | Alejandro Gustavo
Elsztain Chief
Executive Officer Moreno
877, 23rd floor (C1091AAQ) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
of Argentina | 3. | Alejandro Gustavo
Casaretto Regional Manager of
Agricultural Moreno
877, 23rd floor (C1091AAQ) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
of Argentina | |
| 2. | Matías
Iván Gaivironsky Chief
Financial Officer and Chief Administrative Officer Moreno
877, 23rd floor (C1091AAQ) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
of Argentina | 4. | Carlos
Blousson Chief
Executive Officer of the Bolivian and Argentinean
Operations Moreno
877, 23rd
floor (C1091AAQ) Ciudad
Autónoma de Buenos Aires Republic of
Argentina Citizen
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.
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:
November 12, 2018
| Eduardo
S. Elsztain | Consultores
Venture Capital Uruguay |
| By: /S/
Eduardo S. Elsztain Name:
Eduardo S. Elsztain | By: /S/
Eduardo S. Elsztain Name:
Eduardo S. Elsztain Title:
Chairman of the Board |
| IFIS
Limited | Consultores
Assets Management S.A. |
| By: /S/
Eduardo S. Elsztain Name:
Eduardo S. Elsztain Title:
Chairman of the Board | By: /S/
Eduardo S. Elsztain Name:
Eduardo S. Elsztain Title:
Chairman of the Board |
| Inversiones
Financieras del Sur S.A. | Consultores
Venture Capital Limited |
| By: /S/
Eduardo S. Elsztain Name:
Eduardo S. Elsztain Title:
Chairman of the Board | By: /S/
Eduardo S. Elsztain Name:
Eduardo S. Elsztain Title:
Chairman of the Board |
| Agroinvestment
S.A. | |
| By: /S/
Eduardo S. Elsztain Name:
Eduardo S. Elsztain Title:
Chairman of the Board | |