To: Glenn Petersen who wrote (167256 ) 4/17/2012 9:44:41 AM From: Dennis Roth Read Replies (2) | Respond to of 206098 YPF Sociedad Anonima (YPF) (All) shareholders expropriatedWhere now? After yesterday’s announcement that Argentine President Ms Cristina Kirchner submitted to the Senate a proposal to expropriate 51% of YPF’s capital (all to come from Repsol), we think the main question to be asked from a YPF minority shareholder point of view is whether the ‘new’ YPF will be able to create fundamental value, and the implications of the interests of the ‘new’ stakeholders. By taking a detailed look at the proposed new regulation, we find it difficult to argue for clear intrinsic value creation. We therefore downgrade to Underperform. Our new target price of $11/ADR (from $30/ADR) is an average of three worst case scenarios that could arise. We provide detail and thoughts on the proposed new legislation in this note.From whom, to whom and how much? If the expropriation goes ahead, YPF share capital will be approximately 51% government (of which 51% national government and 49% provinces), 26% the Petersen group (unchanged), 17% free-float (unchanged), and 6% Repsol (down from 57%). The price of the expropriation is to be set by the National Appraisal Tribunal, in accordance to law 21499 of 1977. This law, on its turn, mentions indemnity will only comprehend the ‘objective’ value of the assets. Repsol has officially declared it considers the announced measures to be unlawful and gravely discriminatory, and that it will carry all pertinent legal actions.Value for stakeholders vs minority shareholders. Taking a detailed look into the proposed legislation, we find it difficult to argue for clear intrinsic value creation. Sentences like ‘Maximization of investments and capital employed with the aim to provide hydrocarbon self-sufficiency’ and ‘Protection of the interests of the consumer with regards to price...’ will likely bring into question the issues of whether capital will be deployed profitably, and whether downstream prices continue to increase. Overall, investment climate is likely to deteriorate in Argentina, impairing other companies confidence into deploying capital in the country. This could also have a direct impact on YPF when it comes to farm- outs and securing oil services capacity to develop shale resources. === 12 pages, 3 exhibits Download on page: sendspace.com