Each one in plain English, with the numbers worked through for a shareholder.
10 Dec 2021business combination▲ GoodMajor
The Santos–Oil Search merger is now effective. Oil Search holders get 0.6275 new Santos shares each (record date 14 December), with a combined market cap of about A$22bn, pro forma 2021 production ~117 mmboe and 4,867 mmboe 2P+2C. Three Oil Search directors join the Santos board.
Oil Search confirms the scheme is legally effective after court orders were lodged in PNG. Its shares are expected to be suspended from close of trading today. New Santos shares are due to start trading on 13 December.
The PNG National Court approved the Oil Search scheme, following the 7 December shareholder vote. The scheme becomes effective once court orders are lodged, expected 10 December. This was the last court step before completion.
Oil Search confirms the PNG competition regulator (ICCC) clearance condition for the Santos merger is satisfied. Only court approval and customary conditions remain.
Santos confirms PNG competition regulator (ICCC) clearance for the Oil Search merger. The scheme now needs only the PNG National Court's approval at the 9 December hearing. Same event as Oil Search's own announcement.
Santos signed a binding agreement to sell 12.5% of Barossa to JERA for about US$300m at completion, expected 1H 2022. This finalises the sell-down flagged earlier, taking Santos to 50% alongside SK E&S 37.5%. First LNG remains 1H 2025, on schedule and budget.
Oil Search released the chairman's address and slides for its scheme meeting on the Santos merger, restating the 0.6275 exchange ratio. The excerpt shows only procedural matters; no new facts. The vote result followed separately.
Oil Search's scheme meeting slides repeat known terms: 0.6275 Santos shares per share, 38.5%/61.5% ownership split, US$90-115m pa synergies. They add a pro forma market cap of A$23bn and note Oil Search faces funding constraints standalone. Expert says Oil Search holders contribute more than 38.5% of value.
S&P Dow Jones Indices will remove Oil Search from the S&P/ASX 200 before trading on 13 December, subject to final court approval of the Santos scheme. Index administration only.
Oil Search shareholders approved the Santos merger, with 95.07% of votes cast in favour. Court approval was sought for 9 December, and the scheme could become effective on 10 December. This clears the main shareholder hurdle for Santos's deal.
Oil Search confirms the PNG Securities Commission approval condition for the Santos merger is satisfied. Remaining conditions are PNG competition clearance, the 7 December shareholder vote and court approval.
Santos confirms it has received the PNG Securities Commission approval letter and exemption notice, satisfying the merger deed's clause 3.1(d) condition. Same event as Oil Search's own announcement; a regulatory box ticked on the way to completion.
Tamboran says Santos has finished the 2021 EP 161 drilling program, with Tanumbirini 3H cased and the rig demobilised. Fracture stimulation of the 2H and 3H wells has begun, with about 10 stages each. Initial flow-test results are now expected in December 2021.
Tamboran, Santos's 25% partner in Beetaloo EP 161, raised about A$35m at A$0.37 per share, anchored by US investor Bryan Sheffield (A$20m, ~7.4%). Funds go to Tamboran's 2022 EP 136 work. Santos is not a party; flow-test results from EP 161 still due by end 2021.
The PNG court approved the Oil Search scheme booklet and set the shareholder vote for 7 December 2021. The independent expert found the merger in Oil Search holders' best interests, absent a superior proposal. The Oil Search board continues to unanimously recommend it.
Same-day release as the earlier court approval: the Oil Search scheme booklet is attached, with the 7 December vote and the independent expert's 'best interests' conclusion, absent a superior proposal. Oil Search's board still unanimously recommends the 0.6275 Santos-share offer. Duplicate of the earlier summary.
Santos lodged a required JobKeeper disclosure: it received A$4.014m in 2020 for 244 employees and repaid it in full in December 2020. It received nothing in 2021. Administrative disclosure only.
Tamboran reports Tanumbirini 3H reached 4,857 m with over 1,000 m of target shale and strong gas shows, as at 2H. The 2021 drilling program is complete. Both wells will now be fracked and flow tested, with initial results by end of 2021.
Santos and Beach Energy took final investment decision on the US$165m (A$220m) Moomba carbon capture project, with first injection targeted for 2024. It was registered with the Clean Energy Regulator, resolving the earlier pending condition. Santos holds 66.7% and operates.
Santos said the First Court Date for the Oil Search scheme is now expected around 10 November 2021, instead of 27 October as in the merger deed timetable. No reason is given in the announcement.
Third-quarter revenue was a record US$1,142m and free cash flow a record US$359m, while production was 21.9 mmboe. Net debt fell to US$3.1bn, gearing 29.7%. Barossa is 15% complete, and the Oil Search merger is on track for year-end.
The NSW Land and Environment Court dismissed the appeal against the Narrabri Gas Project, upholding the planning approval. Santos says the legal process delayed the project about 12 months, and it can now proceed to the appraisal drilling phase.
Tamboran reports Tanumbirini 3H reached about 3,760 m, hitting the target shale, with vertical drilling time cut 20% from learnings at 2H. The roughly 1,000 m horizontal section follows, with total depth about 4,900 m by end October. Flow-test results are still expected before year-end.
The federal government released its carbon capture method for the Emissions Reduction Fund, and Santos began registering the A$210m Moomba CCS project (1.7 mtpa) to earn carbon credits. This was the condition Santos had flagged before a final investment decision.
United Faith Ventures, holder of about 9.97% of Santos, entered stock lending for up to 100m shares as part of a collar financing. Banks sold 61.4m shares at A$6.75 to hedge. Santos sees no price-sensitive information.
Santos, for the Bayu-Undan joint venture, signed an MOU with Timor-Leste's regulator ANPM to test turning Bayu-Undan into a carbon storage hub of about 10 million tonnes of CO2 a year. This follows the earlier Eni MOU and addresses the need for Timor-Leste agreement. It is a study step, not a decision.
Santos and Oil Search signed a binding Merger Implementation Deed at 0.6275 Santos shares per Oil Search share, resolving the earlier proposal stage. Santos holders would own about 61.5%. Santos expects US$90-115m a year of pre-tax synergies; Oil Search holders, PNG court and regulators must approve.
ASX paused trading in Santos shares pending a further announcement. No reason is given in the notice. Inference: it relates to the Oil Search merger news released the same day.
Re-release of the same announcement: Santos and Oil Search signed a binding merger deed at 0.6275 Santos shares per Oil Search share, with Santos holders owning about 61.5% and US$90-115m a year of expected pre-tax synergies. Nothing new beyond the first release.
Santos confirmed the exclusive due diligence period with Oil Search, started in August, is extended one week to 13 September 2021. No other terms changed; the 0.6275 share ratio stands.