Oil Search : Update - Proposed issue of Securities

Proposed issue of securities

Update Summary

Entity name

OIL SEARCH LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

Wednesday April 8, 2020

Reason for update to a previous announcement

This form has been updated to reflect that the entire Entitlement Offer is now fully underwritten (see section 3E.2b). The fees in section 3E.2c have also been updated accordingly.

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 10

Proposed issue of securities

Part 1 - Entity and announcement details

1.1 Name of +Entity

OIL SEARCH LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2	Registered Number Type	Registration Number
ARBN	055079868
1.3	ASX issuer code
OSH

1.4 The announcement is

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

This form has been updated to reflect that the entire Entitlement Offer is now fully underwritten (see section 3E.2b). The fees in section 3E.2c have also been updated accordingly.

1.4b Date of previous announcement(s) to this update

Tuesday April 7, 2020

1.5 Date of this announcement

Wednesday April 8, 2020

1.6 The Proposed issue is: An accelerated offer

A placement or other type of issue

1.6b The proposed accelerated offer is

Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)

Proposed issue of securities

2 / 10

Proposed issue of securities

Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional?

+Security holder approval

Court approval

Lodgement of court order with +ASIC

ACCC approval

FIRB approval

Another approval/condition external to the entity

No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +Security Code and Description

OSH : 10 TOEA ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)?

Existing class

Details of +securities proposed to be issued

Will the proposed issue of this +security include an offer of attaching +securities?

No

If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No

ASX +Security Code and Description

OSH : 10 TOEA ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities to be issued

For a given quantity of +securities held

1

8

Proposed issue of securities

3 / 10

Proposed issue of securities

What will be done with fractional	Maximum Number of +securities
entitlements?	proposed to be issued
Fractions rounded up to the next	190,593,374
whole number

Reason for the update of 'Maximum Number of +securities proposed to be issued

Purpose of the issue

Funds will be used to strengthen the balance sheet and provide additional liquidity given the material decline in oil prices.

Offer price details for retail security holders

Issue Currency	Offer Price per +security
AUD - Australian Dollar	AUD 2.10000

Offer price details for institutional security holders

Could offer price per +security be determined by bookbuild?

No

Oversubscription & Scale back details

Are +security holders allowed to oversubscribe? Yes

Provide the oversubscription details

Estimated or Actual? Actual

Eligible retail shareholders who subscribe for their full entitlement will be able to apply for additional ordinary shares offered under the Retail Entitlement Offer and not taken up or that would otherwise would have been offered to ineligible shareholders if they were eligible to participate in the Retail Entitlement Offer, up to a maximum of 200% in excess of such shareholder's entitlement.

May a scale back be applied to this event?

No

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

Yes

Part 3D - Timetable

3D.1a First day of trading halt

Tuesday April 7, 2020

3D.1b Announcement date of accelerated offer

Tuesday April 7, 2020

Proposed issue of securities

4 / 10

Proposed issue of securities

3D.2 Trading resumes on an ex-entitlement basis (ex date)

Wednesday April 8, 2020

3D.5 Date offer will be made to eligible institutional +security holders

Tuesday April 7, 2020

3D.6 Application closing date for institutional +security holders

Tuesday April 7, 2020

3D.8 Announcement of results of institutional offer

Wednesday April 8, 2020

3D.9 +Record date

Thursday April 9, 2020

3D.10 +Issue date for institutional +security holders

Monday April 20, 2020

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue

Thursday April 16, 2020

3D.12 Offer closing date for retail +security holders

Monday April 27, 2020

3D.13 Last day to extend retail offer close date

Wednesday April 22, 2020

3D.16 Entity announces results of retail offer, including the number and percentage of +securities taken up by existing retail +security holders.

Thursday April 30, 2020

3D.19 Issue date for retail +security holders

Monday May 4, 2020

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Goldman Sachs Australia Pty Ltd

Macquarie Capital (Australia) Limited

Proposed issue of securities

5 / 10

Proposed issue of securities

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Management fee of 0.4% of the proceeds of the Entitlement Offer.

3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Goldman Sachs Australia Pty Ltd

Macquarie Capital (Australia) Limited

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

The Entitlement Offer is now fully underwritten.

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

Underwriting Fee of 1.50% of the proceeds of the institutional component of the Entitlement Offer. Underwriting Fee of 1.0% of the proceeds of the retail component of the Entitlement Offer.

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

See "Key terms of the Underwriting Agreement" starting on slide 29 of OSH's investor presentation dated Tuesday, 7 April 2020 for a summary of the underwriting agreement and the summary of significant events that could lead to the underwriting being terminated.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?

No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Standard share registry, external advisers and ASX administrative fees.

Part 3F - Further Information

3F.1 The purposes for which the entity intends to use the cash raised by the proposed issue

The proceeds will be used to strengthen the balance sheet and provide additional liquidity given the material decline in oil prices.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

Proposed issue of securities

6 / 10

Proposed issue of securities

3F.4 Countries in which the entity has security holders who will not be eligible to participate in the proposed issue

For retail shareholders, all countries other than Australia and New Zealand.

For institutional shareholders, all countries other than Australia, Bermuda, Canada (Ontario and Quebec), European Economic Area (France, Germany, Ireland, Sweden), Hong Kong, Japan, Luxembourg, Malaysia, Netherlands, New Zealand, Norway, Papua New Guinea, Singapore, Switzerland, United Arab Emirates (excluding Dubai International Financial Centre) and United Kingdom United States (only to the approved U.S. investors).

OSH will send all other shareholders (i.e. ineligible shareholders) a notice on or around Thursday, 16 April 2020 which will state that those shareholders are not eligible to participate in the Entitlement Offer.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities

Yes

3F.5a Please provide further details

The retail component of the Entitlement Offer will be made available to nominees with a registered address in Australia or New Zealand who were registered as the holder of OSH fully paid ordinary shares at 7.00pm on

Thursday, 9 April 2020 and who held those shares on behalf of underlying beneficial holders (wherever they reside), except to the extent that those underlying beneficial holders are not an eligible retail shareholder.

The retail component of the Entitlement Offer is not available to shareholders that are in the United States or who are, or are acting for the account or benefit of, persons in the United States.

3F.6 URL on the entity's website where investors can download information about the proposed issu

https://www.oilsearch.com/investors/asx-releases

3F.7 Any other information the entity wishes to provide about the proposed issue

N/A

Proposed issue of securities

7 / 10

Proposed issue of securities

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue?

+Security holder approval

Court approval

Lodgement of court order with +ASIC

ACCC approval

FIRB approval

Another approval/condition external to the entity

No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)?

Existing class

Will the proposed issue of this +security include an offer of attaching +securities?

No

Details of +securities proposed to be issued

ASX +Security Code and Description

OSH : 10 TOEA ORDINARY FULLY PAID

Maximum Number of +securities proposed to be issued

361,740,236

Reason for the update of 'Maximum Number of +securities proposed to be issued

Purpose of the issue

The proceeds will be used to strengthen the balance sheet and provide additional liquidity given the material decline in oil prices.

Offer price details for retail security holders

In what currency is the cash consideration being paid?

AUD - Australian Dollar

What is the issue price per +security?

AUD 2.10000

Proposed issue of securities

8 / 10

Proposed issue of securities

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

Yes

Oversubscription & Scale back details

May a scale back be applied to this event?

No

Part 7C - Timetable

7C.1 Proposed +issue date

Monday April 20, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

361,740,236 fully paid ordinary shares (in accordance with resolutions 1 and 2 of the ASX Class Waiver dated Tuesday, 31 March 2020).

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)?

No

7D.2 Is a party referred to in listing rule 10.11.1 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?

No

Part 7E - Fees and expenses

Proposed issue of securities

9 / 10

Proposed issue of securities

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Goldman Sachs Australia Pty Ltd

Macquarie Capital (Australia) Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Management fee of 0.4% of the proceeds of the Placement.

7E.2 Is the proposed issue to be underwritten? Yes

7E.2a Who are the underwriter(s)?

Goldman Sachs Australia Pty Ltd

Macquarie Capital (Australia) Limited

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

100%

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

Underwriting Fee of 1.50% of the proceeds of the Placement.

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

See "Key terms of the Underwriting Agreement" starting on slide 29 of OSH's investor presentation dated Tuesday, 7 April 2020 for a summary of the underwriting agreement and the summary of significant events that could lead to the underwriting being terminated.

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

N/A

Part 7F - Further Information

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

Proposed issue of securities

10 / 10