In case that no one noticed this, these are some extracts from...

In case that no one noticed this, these are some extracts from the IER report in the ESG Announcement today.

"Independent Expert��s conclusions and ESG Directors�� recommendation

The Scheme Booklet contains an Independent Expert��s Report prepared by Grant Samuel & Associates Pty Limited, which concludes that ��the Scheme is in the best interests of Eastern Star shareholders, in the absence of a superior proposal��.
The Independent Expert attributed value to the scrip
consideration under the Scheme in the range $0.79-0.89 per ESG Share (based on a market price for Santos Shares in the range $11.50-13.00) which falls within its estimated underlying value of ESG, including a control premium, of $0.77-1.00 per ESG Share.
Based on the Santos Share price on 15 July 2011, the value of the scrip consideration offered to ESG Shareholders under the Scheme was $0.90 per ESG Share. Due to a number of reasons including a downturn in global equities markets and the corresponding fall in the Santos Share price since the Scheme announcement, the implied value of the scrip consideration offered under the Scheme is, at the date of the Scheme Booklet, no longer equal to $0.90 per ESG Share and is less than the consideration which TRUenergy Investments will receive for its ESG Shares.

The Independent Expert has concluded that the disadvantages of the TRU Acquisition to the non associated shareholders (being ESG Shareholders other than Santos and TRUenergy Investments) outweigh the advantages and, accordingly, the TRU Acquisition is neither fair nor reasonable having regard to the interests of the non-associated shareholders.

Your Directors have considered the Independent Expert��s Report but believe the difference in consideration received by ESG Shareholders other than TRUenergy Investments is not material in the context of the overall transaction. In recommending that ESG Shareholders vote in favour of the TRU Acquisition, ESG Directors also considered that:
Eastern Star Gas Limited ABN 29 094 269 780
ESG releases Scheme Booklet 2

�h the TRU Acquisition was an integral part of the negotiated position between ESG and Santos and without it, it is unlikely Santos would have agreed to acquire ESG; and

�h the overall arrangement between ESG and Santos should be considered in its entirety.

The ESG Directors therefore unanimously recommend that, in the absence of a Superior Proposal, ESG Shareholders vote in favour of both the Scheme and the TRU Acquisition. Each Director intends to vote all ESG Shares controlled by him in favour of the relevant resolutions, in the absence of a
Superior Proposal."



End of quote...

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So, even when the IER states that the transaction is not fair if it is considered/compared against what TRU will get and what the ESG shareholders will get, the ESG Board and our Management are still recommending that we accept the offer.

For God's sake, what is wrong with these poeple. Have they got any ethics at all ???

Regards,
Buddy