IRSA Inversiones y Representaciones S.A. publishes this notice in accordance with the requirements of Treas. Reg. §1.1273-2(f)(9), with respect to the exchange offer that was completed on July 8, 2022.
IRSA Inversiones y Representaciones S.A. (the “Issuer”) is publishing this notice in accordance with the requirements of the Treas. registration §1.1273-2(f)(9) (the “Regulation”), with respect to the exchange offer (the “Exchange Offer”), which was completed on July 8, 2022. Pursuant to the Exchange Offer, participating investors exchanged Notes due 2023 originally issued by IRSA Propiedades Comerciales S.A. for 8.75% Senior Notes due 2028 issued by the Issuer (the “Notes”), or a combination of Notes and cash. The Regulations require the issuer of a debt instrument to determine whether the debt instrument is “publicly traded” within the meaning of the Regulations and, if so, the fair market value of the debt instrument. The Regulations also require an issuer that has determined that a debt instrument is “publicly traded” within the meaning of the Regulations to make that determination, as well as the fair market value of the debt instrument, which may be stated as its “issue price”. available to holders in a commercially reasonable manner, including electronic publication, within 90 days after the date of issuance of the debt instrument.
Therefore, in accordance with the requirements of the Regulations, the Issuer notifies the holders of the Notes that it has determined that the Notes are “publicly traded” as required by the Regulations and the issue price of the Notes was 90.0% of their principal amount. As provided by the Regulations, the Issuer’s determination is binding on all holders of the Notes unless the holder explicitly discloses, in accordance with the requirements of the Regulations, that its determination is different from the Issuer’s determination on the holder’s timely filed federal income tax return that includes its date of acquisition of the Notes. This notice is only intended to comply with the Issuer’s notification obligation under the Regulations and does not constitute tax advice. The Issuer advises each holder of the Notes to obtain professional tax advice to determine the implications of this notice on the determination of the holder’s tax liabilities.
