santos presentation., page-26

goodaye,
at the top of this thread I asked the question:

"I was just curious if anyone can detect whether Santos has included any information in its presentation today, which has not been released to ESG shareholders?"

the reason was because it seemed to me that there may well be a myriad of potential conflicts within this t/o of ESG.

In particular, the position of Santos poses some important issues for the minorities within ESG.

*** The STO Pres raises some interesting issues imho, and, importantly, some possible avenues for the "NO" vote to question the process and integrity of the Scheme.

For the t/o to proceed ESG (ergo STO) needs the Scheme to be passed.
Obviously there are a plethora of legal processes to be complied with.
The IER is one of those processes, and is the principal basis upon which ESG s/h determine how they will vote.
S/h need to be provided with certain info on which they can then make their decision.
They then vote.
ESG then returns to COurt.
Court then sanctions the vote , and the Scheme is implemented.
STO then compulsorily acquires 100% of shares.

ESG s/h have been provided with info from:
a. ESG ASX releases
b. IER
c other info eg STO Presentation.

So, in determining how they will vote, ESG s/h will rely on all that info, with particular the info from the STO Presentation.
Based on that info, ESG s/h will then vote.

Now if that info is wrong, inaccurate, or simply not included in the IER, then the ESG would be possibly making up their minds based on misleading/incomplete/inaccurate info.

IF THAT WERE THE CASE, then I cannot see how ESG (or STO) could claim that ESG s/h had properly agreed to the implementation of the Scheme.

Its important, because it the ESG s/h were mislead, or were NOT provided with certain MATERIAL information when they came to vote on the Scheme, then surely THAT would be a basis for a Court to not approve the implementation of that Scheme ????

Thus my question above.

IF, for example, what if the IE did not include MATERIAL information in the IER? What if the ESG s/h who vote, may well have voted differently, had they been in possession of that excluded info?

And thats where the Santos Pres comes in.

For example, those flow rates for Tintsfield OR the flow rates in general.
IF that info was not included in the IER, and/or the IE did not take it into account, then that may well be a cause for the Court to make a decision not to approve the Scheme vote results.

there may well be other issues which arise from the STO pres.
eg, does the STO pres show that the IER did not take into account ALL the benefits to STO arising out of the ESG t/o, when it came to compiling a value for the ESG shares?
Did it properly account for the t/o premium?

anyway, its interesting, but now is very pertinent to us all.

cheers