john anderson, chairman interview, page-21

Hi Bob,
I am not sure I fully understand your last post, and I do not think we need to go much further with this.

the Conditions Precedent refer to a change to ESG reserves, but its a reference to a "material adverse change" of 5% or more. So thats an adverse change - not an increase in reserves.

ESG Material Adverse
Change
1 a reduction in ESG?s last published reserves by 5% or more;

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i had a quick look at the Scheme doc, and there are several references that stipulate that the Directors of ESG must comply with the rules.
Also there is a clause referring to the fact that the Doc allows for the need for these directors to comply with their "fiduciary" duties to shareholders.
SO the Scheme cannot abrogate (?) the ESG directors from their normal obligations to shareholders.


5.3 Conduct of business
(a) Subject to clause 5.3(b), from the date of this deed up to and including the Implementation Date, and without limiting any other obligations of ESG under this deed, ESG must:

(3) not, without the prior consent of Santos (which must not be unreasonably withheld) and subject to ESG's obligations under clause 5.1(s), make any announcement, media release or other public disclosure or give any external presentations on ESG?s operations to
brokers, portfolio investors, analysts, industry conferences, Government Agencies or the like, in each case other than to the extent required by law or the ASX Listing Rules;
(4) where an action contemplated by clause 5.3(a)(3) is required by law or the ASX Listing Rules, to the extent lawful to consult with Santos prior to taking such action;

8.3 Required disclosure
Where a party is required by applicable law or the ASX Listing Rules to make any announcement or to make any disclosure in connection with the Transaction or any other
transaction the subject of this deed or the Scheme, it must use reasonable endeavours, to the extent practicable and lawful to consult with the other party prior to making the relevant disclosure.