imo, you've got them worried

Below is some extract from our dearly beloved JA.

"Dear Fellow ESG shareholder,

I am writing to provide you with a brief update and encourage you to vote on the proposal by Santos Ltd (“Santos”) to acquire all of the issued ordinary shares of Eastern Star Gas (“ESG”) not already held by Santos and TRUenergy Investments Pty Ltd (“TRUenergy”) via a Scheme of Arrangement (“the Scheme”) as well as Santos’ proposal to acquire all ESG shares held by TRUenergy (“TRU Acquisition”).

Unanimous ESG Directors recommendations

The ESG Directors unanimously recommend that ESG shareholders vote in favour of the Scheme and the TRU Acquisition in the absence of a superior proposal. Furthermore, each ESG Director intends to vote all ESG shares controlled by him, representing 45.5m shares or approximately 5.9% of shares eligible to vote1, in favour of the relevant resolutions, in the absence of a superior proposal. Further, the Independent Expert has concluded that the Scheme is in the best interests of ESG Shareholders.
Based on Santos’ closing share price of $12.80 on 13 October 2011 and the transaction exchange ratio of 0.06881 Santos shares for each ESG share held2, the implied offer price is currently $0.88 per ESG share, representing a 48% premium to ESG’s share price immediately prior to the offer.
The Eastern Star Gas Board believes the Santos Proposal reflects the strategic value implicit in Eastern Star Gas’s resource position, will immediately crystallise the long term value of the Narrabri Gas Project and addresses the commercialisation and funding challenges and risks associated with bringing the Narrabri Gas Project to fruition on a standalone basis.
The proposal provides continued exposure to the Narrabri Gas Project with the additional benefit of the project development experience and capability, balance sheet strength and benefits associated with being part of a larger and more diversified oil and gas company.
The Scheme Booklet lodged by ESG on the 23 September 2011 sets out all the information relating to the Scheme and the TRU Acquisition and the detailed reasons for the ESG Directors’ unanimous recommendations of the Scheme and the TRU Acquisition. The Scheme Booklet is available on the ESG website at www.easternstar.com.au.

Scheme Resolution and TRU Acquisition Resolution

For the Scheme to proceed, the Scheme Resolution must be passed by:
• A majority in number (more than 50%) of ESG shareholders who vote on the Scheme Resolution; and
• At least 75% of the votes cast on the Scheme Resolution.
The Scheme must also be approved by the Federal Court of Australia.
The ESG Directors encourage each ESG shareholder to exercise their right to vote on the Scheme Resolution. ESG shareholders are encouraged to read the Scheme Booklet, including the Independent Expert’s Report, in full. Your vote in favour of the Scheme is critical to the success of the acquisition of ESG by Santos.
For the TRU Acquisition to be approved, the TRU Resolution must be passed by at least 50% of the votes cast on the resolution. Shareholders need to vote separately on the Scheme and the TRU Acquisition and as such the Scheme is not conditional upon the TRU Acquisition (i.e. the acquisition of ESG by Santos will still proceed if the Scheme is approved but the TRU Acquisition is not approved).

If the Scheme does not proceed, ESG will remain listed on ASX and it would be the ESG Directors’ intention to continue operating ESG in line with its previously stated objectives to commercialise the Narrabri Gas Project. This would entail raising additional funds from equity capital markets with the risk that ESG shareholders may be diluted and any proceeds raised will likely be at a significant discount to the equivalent of the scheme consideration. "


After reading all of that Announcement a couple of times, because I couldn't believe my eyes, my Opinion is that you have got them real worried now.

Because never I have seen a subsequent letter (Second letter) from a Chairman trying to convince shareholders to vote in favour of a Scheme of Arrangemet.

The ring around could have told them that shareholders aren't very happy about the occurrence, and the Chairman is trying to change investor's minds about it.

After all, if you are to read that highlighted part of the Announcement, you would also notice that JA is emphasizing what is going to happen if the vote will not get up, while at the same time emphasizing the fact that they own 45.5 million shares representing 5.9% of the total shares on issue to try and put pressure on shareholders. Like the big bullies.

Well done everyone. You may get what you want through yet.

Good luck
Buddy