• 1. Eligibility Eligibility
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Equity Raising

Eligibility

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By proceeding you confirm that you are a resident of Australia or New Zealand accessing this website from within Australia or New Zealand and you represent, warrant and agree that:

(a) you are not in the United States and you are not acting for the account or benefit of a person in the United States;

(b) you will not make a copy of the documents in this website available to, or release or distribute a copy of such documents to any person in the United States or in any other place in which, or to any other person to whom, it would be unlawful to do so (“Ineligible Persons”);

(c) the State, Territory or Province and postcode provided by you for your primary residence in Australia or New Zealand are true and accurate; and

(d) you are not acting as a nominee for, or otherwise for the account or benefit of, any Ineligible Persons.

I agree to the above terms.

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Disclaimer

The documents in this website relate to an entitlement offer of new shares Santos Limited (ABN 80 007 550 923) and:

• have been prepared to comply with the requirements of the securities laws of Australia; and
• are for use only by residents of Australia and New Zealand within Australia or New Zealand.

They must not be released or distributed in the United States, or in any jurisdiction outside of Australia and New Zealand where distribution may be restricted by law.
The documents in this website do not constitute an offer of securities in the United States or to any person to whom it would not be lawful outside Australia or New Zealand. The securities referred to herein and therein have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) or under the securities laws of any state or other jurisdiction of the United States. Any securities described in, or sold pursuant to, these documents may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration, or to any person to whom such sale would not be lawful outside Australia or New Zealand.


By clicking the ‘I CONFIRM’ button below and accessing the documents in this website, you represent, warrant and agree that:

(a) you have read, understood and agree to the terms contained in this notice;

(b) you are a resident of Australia or New Zealand accessing this website from Australia or New Zealand;

(c) the State, Territory or Province and postcode provided by you for your primary residence in Australia or New Zealand is true and accurate;

(d) you are not in the United States and you are not acting for the account or benefit of a person in the United States; and

(e) you will not release or distribute a copy of these documents in the United States or in any other place in which, or to any other person to whom, it is unlawful to do so.

Otherwise, click the ‘EXIT’ button below.

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Overview

On Monday, 9 November 2015, Santos Limited ABN 280 007 550 923 (Santos) announced its intention to raise approximately $2.5 billion through a fully underwritten 1 for 1.7 pro rata accelerated renounceable entitlement offer with retail rights trading (Entitlement Offer) of new Santos ordinary shares (New Shares) at an offer price of $3.85 (Offer Price) per New Share.

The Institutional Entitlement Offer closed onWednesday, 11 November 2015 and Eligible Institutional Shareholders exercised approximately 86% of their entitlements with unexercised entitlements acquired by other Institutional Investors, which in total raised approximately $1.17 billion.

The Retail Entitlement Offer closed on Monday, 30 November 2015 and Eligible Retail Shareholders exercised approximately 57% of their entitlements. Unexercised retail entitlements were acquired by other Institutional Investors through the retail shortfall bookbuild. The total amount to be paid by successful participants in the retail shortfall bookbuild was $4.10 per New Share (representing the offer price of $3.85 per New Share plus $0.25 per retail entitlement). Accordingly, eligible retail shareholders who elected not to take up their retail entitlements and ineligible retail shareholders will receive $0.25 in cash for each retail entitlement sold in the retail shortfall bookbuild, less any applicable withholding tax.

For more information please refer to the documentation below.

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Key Dates

Event

Date

Santos announces Entitlement Offer to ASX

Monday, 9 November 2015

Record Date

7.00 pm (Sydney time), Thursday, 12 November 2015

Entitlement trading on ASX commences on a deferred settlement basis

Thursday, 12 November 2015

Retail Entitlement Offer opens

Tuesday, 17 November 2015

Retail Entitlement Offer Booklet despatched

Ineligible retail shareholder letter dispatched

Wednesday, 18 November 2015

Entitlement trading on ASX commences on a normal settlement basis

Thursday, 19, November 2015

Entitlement trading on ASX ends

Monday, 23 November 2015

Retail Entitlement Offer closes

5.00 pm (Sydney time), Monday, 30 November 2015

Retail Bookbuild

Thursday, 3 December 2015

Retail Settlement

Wednesday, 9 December 2015

Issue of New Shares under the Retail Entitlement Offer

Thursday, 10 December 2015

Quotation of New Shares under the Retail Entitlement Offer

Friday, 11 December 2015

Despatch of holding statements

Monday, 14 December 2015

Entitlement offer frequently asked questions

  • What is the Entitlement Offer?

    Eligible shareholders are being offered the opportunity to purchase 1 New Share for every 1.7 existing Shares held as at the Record Date of 7.00pm (Sydney time) on Thursday, 12 November 2015 (Record Date), at the Offer Price of $3.85 per New Share.

  • What is the purpose of the Entitlement Offer?

    The proceeds of the Entitlement Offer will be used for general corporate purposes, including the repayment of debt.

  • What is the Retail Entitlement Offer?

    Under the Retail Entitlement Offer, Eligible Retail Shareholders are invited to apply for 1 New Share for every 1.7 existing Shares held as at the Record Date at the Offer Price of $3.85 per New Share.

    The offer ratio and Offer Price under the Retail Entitlement Offer are the same as for the Institutional Entitlement Offer.

    The Retail Entitlement Offer opens at 9.00am (Sydney time) Tuesday, 17 November 2015 and will close at 5.00 pm (Sydney time) on Monday, 30 November 2015.

    Eligible Retail Shareholders will be allotted Entitlements under the Retail Entitlement Offer (Retail Entitlement), which can be taken up in whole or in part, or traded on ASX (or transferred directly to another person) in whole or in part. This means that if you do not wish to take up all or part of your Retail Entitlement you may sell on ASX or transfer all or part of your Retail Entitlement in order to realise value from your Retail Entitlement.

  • Who is eligible to participate in the Retail Entitlement Offer?

    Eligible Retail Shareholders are those persons who:

    • are registered as a holder of Shares as at the Record Date, being 7.00pm (Sydney time) on Thursday, 12 November 2015;
    • have a registered address on the Santos share register in Australia or New Zealand;
    • are not in the United States and are not acting for the account or benefit of a person in the United States (to the extent such person holds Santos ordinary shares for the account or benefit of such person in the United States);
    • were not invited to participate (other than as nominee, in respect of other underlying holdings) under the Institutional Entitlement Offer, and were not treated as an ineligible institutional shareholder under the Institutional Entitlement Offer; and
    • are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

    Refer to Section 6.1 of the Retail Offer Booklet, available on this website from Friday, 13 November 2015 for further details.

  • What happens to ineligible Retail Shareholders?

    If you are a retail shareholder that is not an Eligible Retail Shareholder you are an Ineligible Retail Shareholder. Ineligible Retail Shareholders will receive the Retail Premium (if any), less any applicable withholding tax, for the sale of their Entitlements by a nominee for their benefit through the Retail Shortfall Bookbuild.

  • What are my options as an Eligible Retail Shareholder?

    If you are an Eligible Retail Shareholder you may take any of the following actions:

    1. take up all or part of your Entitlement;
    2. sell all or part of your Entitlement:

                        – on ASX; or

                        – by transferring it directly to another person; or
    3. do nothing and let all or part of your Entitlement be sold into the Retail Shortfall Bookbuild.

     

  • How do I exercise my Entitlement as an Eligible Retail Shareholder?

    If you wish to take up all or part of your Entitlement, please either:

    • complete and return the personalised Entitlement and Acceptance Form with the requisite Application Monies; or
    • pay your Application Monies via BPAY® by following the instructions set out on the personalised Entitlement and Acceptance Form,

    so that they are received by the Santos Share Registry, by no later than 5.00pm (Sydney time) on Monday, 30 November 2015.

    If you take up and pay for all or part of your Entitlement before the close of the Retail Entitlement Offer, it is expected that you will be issued New Shares on Thursday, 10 December 2015. Santos’s decision on the number of New Shares to be issued to you will be final.

  • How do I sell my Entitlements on ASX?

    If you wish to sell all or part of your Entitlement on ASX, you should instruct your stockbroker and provide details as requested from your personalised Entitlement and Acceptance Form or as accessed online at www.investorcentre.com . Allow sufficient time for your instructions to be carried out by your stockbroker. Please note you may incur brokerage if you choose to sell your Entitlement on ASX.

    Entitlement trading on ASX starts on a deferred settlement basis at 10.00am (Sydney time) on Thursday, 12 November (ASX code: STOR) and ceases at 4.00pm (Sydney time) on Monday, 23 November 2015. There is no guarantee that there will be a liquid market for Entitlements. A lack of liquidity may impact your ability to sell your Entitlement on ASX and the price you may be able to achieve.

    The Retail Offer Booklet, along with your personalised Entitlement and Acceptance Form, will be despatched Wednesday, 18 November 2015.

    Santos will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to you if you trade your Entitlement before the Retail Entitlements are allotted, or before you receive your personalised Entitlement and Acceptance Form, whether on the basis of confirmation of the allocation provided by Santos or the Santos Share Registry or failure to maintain your updated details on the Santos Share Registry or otherwise

  • How can I transfer my Entitlements to another person?

    For Issuer Sponsored Shareholders only, if you wish to transfer all or part of your Entitlement other than on ASX, you must forward a completed Renunciation and Acceptance Form to the Santos Share Registry in relation to the part of your Entitlement that you wish to transfer. If the transferee wishes to take up all or part of the Entitlement transferred to them, they must send their Application Monies together with the Entitlement and Acceptance Form related to the Entitlement transferred to them to the Santos Share Registry.

    You can obtain a Renunciation and Acceptance Form through the Santos Offer Information Line on 1300 017 716 (within Australia) or +61 3 9938 4343 (outside Australia) or from your stockbroker. The Renunciation and Acceptance Form as well as the transferee’s Application Monies and the Entitlement and Acceptance Form related to the Entitlement transferred to them must be received by the Santos Share Registry at the mail or hand delivery address in Section 3.9 of the Retail Offer Booklet no later than 5.00pm (Sydney time) on Monday, 30 November 2015.

    If the Santos Share Registry receives both a completed Renunciation and Acceptance Form and an application for New Shares in respect of the same Entitlement, the transfer will take priority over the application.

    You may only transfer your Entitlement in this way to a purchaser whose address is in Australia or New Zealand, who is not in the United States and is not acting for the account or benefit of a person in the United States. Persons that are in the United States or that are acting for the account or benefit of a person in the United States will not be eligible to purchase, trade, take up or exercise Entitlements. You should inform any transferee of these restrictions.

  • What happens if I do nothing or take up only part of my Entitlement?

    Any of your Entitlements that you do not take up, sell or transfer will be offered for sale in the Retail Shortfall Bookbuild on Thursday, 3 December 2015 to Eligible Institutional Investors. You will receive the Retail Premium (if any), less any applicable withholding tax, in respect of those Entitlements sold through the Retail Shortfall Bookbuild (see Section 3.7 of the Retail Offer Booklet).

    By allowing your Entitlement to be offered for sale in the Retail Shortfall Bookbuild, you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up your Entitlement (or any value for your Entitlement which may have been achieved through its sale on ASX or otherwise). Your percentage shareholding in Santos will also be diluted.

  • How will I get paid the sale proceeds if I do nothing or take up only part of my Entitlement?

    Retail Entitlements that are not taken up by close of the Retail Entitlement Offer, and Retail Entitlements of Ineligible Retail Shareholders, will be offered for sale in the Retail Shortfall Bookbuild. Any Retail Premium (being any amount paid in respect of those Entitlements sold into the Retail Shortfall Bookbuild) will be remitted proportionally to such shareholders on or about Monday, 14 December 2015, net of any applicable withholding tax.

    Retail Premium amounts (if any), less any applicable withholding tax, will be paid in either Australian dollars or New Zealand dollars based on your nominated bank account. If you are an Eligible Retail Shareholder and you have an Australian or New Zealand bank account the details of which have been provided to the Santos share register for direct crediting of payment, then the Retail Premium (if any), less an applicable withholding tax, will be paid into that bank account.

    In all other circumstances, the Retail Premium (if any), less any applicable withholding tax, will be paid by an Australian dollar cheque. 

    The Retail Premium may be zero, in which case no payment will be made to holders of those Entitlements offered for sale in the Retail Shortfall Bookbuild. The outcome of the Institutional Shortfall Bookbuild (including the Institutional Premium) is not an indication as to whether there will be a Retail Premium or what any Retail Premium may be.

  • What ranking and dividend entitlements will the New Shares have?

    New Shares issued under the Retail Entitlement Offer will be fully paid and rank equally in all respects with existing Shares.

Contact details

For further information on the Entitlement Offer you should call the Santos Offer Information Line on 1300 017 716 (within Australia) or +61 3 9938 4343  (outside Australia) from 8.30am to 5.30pm (Sydney time) Monday to Friday. If you have any further questions, you should contact your stockbroker, accountant or other professional adviser.

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IN AUSTRALIA

Computershare Investor Services Pty Limited

GPO Box 505

Melbourne VIC 3001

AUSTRALIA   

IN NEW ZEALAND                                         

Computershare Investor Services Limited

Private Bag 92119

Auckland 1142

NEW ZEALAND

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If you have any questions, please contact the Santos Offer Information Line on 1300 017 716  (within Australia) or  +61 3 9938 4343 (outside Australia) or consult your stockbroker, accountant or other professional adviser.