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NOTE No. 56.
BUENOS AIRES, January 30, 2009
Messrs.
Argentine Securities Commission
By hand
Re.: Material Event – Termination of the Total Return Swap
Agreement entered into with Deutsche Bank AG, and
restitution to Banco Hipotecario S.A. of its own ADR.-
Ladies & Gentlemen,
On behalf of Banco Hipotecario S.A. this is to give notice to you that
Deutsche Bank AG has transferred to Banco Hipotecario S.A. 7,110,000 ADR representing
71,100,000 Class “D” common shares of $1 par value each of this Bank, which shall remain
available to the Bank under the terms and conditions set forth in Section 221 of the Business
Companies Law.
Such transfer was made due to the expiration of the Total Return Swap
Agreement entered into on January 29, 2004 with Deutsche Bank in order to hedge the risk that
the potential payment of the Stock Appreciation Right (“Star”) provided in the medium term
notes issued under the restructuring of the foreign debt might cause to Banco Hipotecario.
In accordance with the Total Return Swap Agreement, Banco
Hipotecario delivered to Deutsche Bank US$ 17,519 thousand, in order for it to make
investments aimed at hedging against the risk above mentioned, as reflected in the Notes to the
financial statements and the offering memorandums issued since then.
On the other hand, for purposes of hedging against such risk, Deutsche
Bank acquired option coupons issued under the Initial Public Offering of this Bank’s shares,
which options granted the right to subscribe 7,110,000 ADR representing Banco Hipotecario’s
“Class D” shares, at the cutoff values prevailing at that moment, which right was exercised in
February 2004.
Upon expiration of the swap agreement, Banco Hipotecario S.A. had
to decide between the convenience of receiving the underlying assets or instructing their sale in
the market and receiving the proceeds of such sale, all that without disregarding the interests of
the Bank and their shareholders.
The Board of Directors understood that, taking into account the global
financial crisis, the overall decrease in the volume of transactions both in Argentina and abroad,
and the reduced current demand for the Bank’s shares, the sale in the market of the investment
made by Deutsche Bank could adversely affect the interests at stake. Therefore, in order to
avoid a serious damage, the Board of Directors resolved at its meeting held on January 27, 2009
to instruct Deutsche Bank to deposit the ADR representing 71,100,000 Class “D” shares of $1
par value each and equivalent to 4.74% of the stock capital in the account opened in CDT upon
expiration of the Total Return Swap Agreement on January 30, 2009.
Sincerely,
/s/ Ernesto VIÑES
Attorney-in-fact
Banco Hipotecario s.a.
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