Santos provides the following update regarding the non-binding, indicative proposal received from a consortium led by XRG P.J.S.C., a subsidiary of Abu Dhabi National Oil Company and including Abu Dhabi Development Holding Company (ADQ) and Carlyle (the XRG Consortium), to acquire 100% of the issued shares of Santos. 

On 11 August 2025, Santos announced that the XRG Consortium had substantially completed due diligence and had not found anything that would cause it to withdraw its Indicative Proposal. The XRG Consortium also confirmed its commitment to working constructively to complete due diligence and to agree on a binding transaction. Santos consented to the XRG Consortium’s request for an extension of the exclusivity period until Friday 22 August 2025, as referred to in the Process and Exclusivity Deed dated 27 June 2025. 

Since that time, Santos and the XRG Consortium have continued to work together to complete due diligence and progress the Potential Transaction, including the negotiation of terms of a binding scheme implementation agreement (SIA). 

While discussions and final confirmatory due diligence have continued to be collaborative, the parties are yet to reach agreement on acceptable terms of a binding SIA. Further, Santos has this week been informed by the XRG Consortium that even if the terms of an SIA were agreed and final due diligence was complete, it will still not be in a position to sign a binding SIA, as it is yet to obtain requisite final approvals which are required by the XRG Consortium in order to enter into a binding transaction. The XRG Consortium has indicated that these approvals are expected to take four weeks to obtain (assuming an expedited process, potentially longer without) from the time that both due diligence is complete and the terms of an SIA are agreed in principle.  

Accordingly, Santos does not expect the parties to enter into a binding SIA by Friday 22 August 2025, when the exclusivity period under the Process Deed expires. 

Notwithstanding this development, discussions with the XRG Consortium remain ongoing. 

Santos shareholders do not need to take any action in relation to this announcement. Santos notes there is no certainty that the XRG Consortium will enter into a binding SIA on terms acceptable to Santos or that the Potential Transaction will proceed. Santos will continue to keep its shareholders informed in accordance with its continuous disclosure obligations. 

KeyFacts Energy: Santos Australia country profile