SYDNEY, AUSTRALIA: The merger of Oil Search Limited and Santos Limited effected by way of scheme of arrangement under PNG law has been implemented. Accordingly, Santos has acquired 100% of the issued capital in Oil Search Limited from shareholders.
In accordance with the terms of the Scheme, eligible Oil Search shareholders have been issued the Scheme consideration of 0.6275 new Santos shares for each Oil Search share held on the Scheme record date.
Trading of these new Santos shares commenced on a deferred settlement basis on Monday, 13 December 2021 and is expected to commence on the ASX and PNGX on a normal settlement basis from Monday, 20 December 2021.
Eligible Oil Search shareholders will separately receive a holding statement representing the number of new Santos shares issued to that shareholder pursuant to the Scheme.
In addition, Santos has issued new Santos shares otherwise payable to Ineligible Foreign Shareholders and those Unmarketable Parcel Shareholders who have not opted to receive new Santos shares to a nominee.
The nominee has been appointed to sell those new Santos shares and distribute the net proceeds of sale to applicable Oil Search shareholders in accordance with the process set out in the Scheme Booklet.
With effect from the implementation of the Scheme, all of the current directors of Oil Search have resigned. Dr Eileen Doyle and Mr Musje Werror will join the Santos Board effective from the implementation of Santos’ merger with Oil Search on Friday 17 December 2021. Mr Michael Utsler will join the Board with effect from Santos’ 2022 Annual General Meeting.
Oil Search has applied to the ASX and PNGX to have quotation of its shares terminated and for Oil Search to be removed from the official list of the ASX and PNGX, with effect from close of trading on Monday, 20 December 2021.