HILLS LIMITED (ASX.HIL)

Since delisting from ASX this entity has been privatised. We are no longer monitoring its activities.

company is privatised and is now called HILLS HEALTH PTY LTD

delisted for non-payment of annual listing fee under Listing Rule 17.15

we understand the entity failed to pay the annual listing fee

At the second meeting of creditors held on 7 August 2023, creditors of the Companies unanimously resolved to execute the Deed of Company Arrangement proposed by Starplex International Pty Ltd. On 23 August 2023, the DOCA was duly executed by all relevant parties. As such, on 23 August 2023, Deed Administrators were appointed. Under the terms of the DOCA, the Administrators will continue to trade the business of the Companies in their capacity as Deed Administrators until such time that the DOCA conditions have been met and the relevant Creditors' Trust is able to be entered into. Starplex will have an ongoing involvement in the business given the impending/likely transition, trading will continue in accordance with the trading protocols already established by the Administrators for the DOCA trading period.

Under Listing Rule 17.6, an entity (if not already suspended) that had not paid its annual listing fees by close of business on Monday, 21 August 2023 would have its securities suspended from Official Quotation before the commencement of trading on Tuesday, 22 August 2023. The following entity has failed to pay to ASX Limited the annual listing fees for the year ending 30 June 2024 and consequently will have its securities suspended from quotation immediately. The company has failed to pay to ASX the annual listing fees for the year ending 30 June 2024, and its securities are already suspended from quotation.

At the second meeting of creditors on 7 August 2023, creditors resolved that the Companies should execute a DOCA as proposed by Starplex International in the Administrators' Report to Creditors dated 28 July 2023. Creditors also approved resolutions regarding the Administrators' remuneration and disbursements for the costs of the administration, as well as remuneration and costs up to completion of the creditors' trust as contemplated under the DOCA Proposal, details of all of which were included in the Report to Creditors.

Hills Limited and the other Companies are relying on ASIC Corporations (ExternallyAdministered Bodies) Instrument 20115/251. The ASIC Instrument provides relief to externally administered companies from certain financial reporting obligations, including a deferral period for lodging reports for the financial year ending 30 June 2023, which Hills would otherwise need to lodge by 30 September 2023.

The Second Meeting of Creditors of the Company has been convened for Monday, 7 August 2023 at 10:30 AM (AEST) to enable creditors to consider a DOCA/Creditors Trust proposal put forward by Starplex International (or its nominee). A copy of the Voluntary Administrators' Reports to Creditors for the Companies are available to shareholders upon request.

The administrators lodges part one of two of its report.

The administrators confirm that, on 22 June 2023: the Extension Application was listed for hearing before the Honourable Justice Stewart; His Honour made orders, among other things, granting an extension to the convening period of the voluntary administration of each of the Companies up to and including 31 July 2023.

The administrators release a circular to creditors. It is business as usual during the administration period. A sale of the business/recapitalisation campaign is being undertaken. The administrators have received interest from at least 30 interested parties. The first meetins of creditors of Hills Group Operations and Pacom Security will be held on 21 June 2023. The convening period for the second meeting of creditors for all companies is sought to be extended to 31 July 2023.

Sule Arnautovic and John Vouris of Hall Chadwick Chartered Accountants were appointed as Joint and Several Administrators of the Companies on 9 June 2023. They are undertaking a preliminary review and assessment of the Companies' operations with a view to determining the extent to which the Group can be restructured/recapitalised by way of a DOCA, Creditors' Trust and/or implementing a Going Concern Sale of Business of the Group. The purpose of the appointment is to allow for an independent insolvency practitioner to take control of and investigate the financial affairs of an insolvent company or a company that is likely to become insolvent. The effect of the appointment is that the liabilities and obligations to creditors in general as at 9 June 2023 are now frozen. The first meeting of creditors will be held virtually on 21 June 2023 at 10:00am (AEST).

An initial meeting of creditors of Pacom Security Pty Ltd and Hills Group Operations Pty Ltd is to be held within eight (8) business days of the date of appointment of administrators, that is, the initial meeting will be held by no later than Thursday, 22 June 2023.

The company releases a report of initial information for creditors.

Sule Arnautovic and John Vouris of Hall Chadwick Chartered Accountants are appointed as Joint and Several Administrators

The securities of Hills Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of HIL, pending the release of an announcement regarding the outcome of ongoing settlement negotiations.

The suspension of trading in the securities of Hills Limited will be lifted immediately following the release by HIL of an announcement regarding a new partially underwritten entitlement offer and a placement of shares.

The company releases a cleansing notice for its placement.

The company releases a cleansing notice for its entitlement offer.

The following Rights of Hills Limited will be suspended from quotation immediately under Listing Rule 17.2 following the withdrawal of the entitlement offer originally announced to ASX on 13 March 2023: HILRA.

The company releases a letter regarding the entitlement offer to its ineligible shareholders.

The company releases a notice of proposed issue of securities.

The company releases a notice of application for quotation of securities.

The company releases a renounceable entitlement offer booklet.

The company releases its Entitlement Offer Investor Presentation.

The company announcs a partially underwritten 1.35 for 1 renounceable pro rata entitlement offer of new fully paid ordinary shares in the Company at an offer price of A$0.02 per New Share to raise gross proceeds of up to approximately A$7 million (before costs).

The Company announces new funding by private investor Historical Holdings Pty Ltd, which will become a significant shareholder in the Company after agreeing to an initial $4.4 million capital injection as a part of a new placement and entitlement offer to Hills shareholders. Historical Holdings is associated with Mr Ian Trahar from Western Australia, who also owns leading Australian electronic and electrical products wholesaler Arlec Australia, among other diverse interests. The new funds will be used to recapitalise the business and accelerate growth pathways to return the company to profitability. The association with Arlec and other related businesses will provide access to highly complementary capabilities and technical expertise that will underpin Hills' long-term growth strategy.

The company is withdrawing the existing entitlement offer announced to the ASX on 13 March 2023 and intends to announce a new partially underwritten entitlement offer on revised terms, and a placement of shares.

The securities of Hills Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of HIL, pending the release of an announcement regarding a potential placement and potential additional underwriting agreement to the existing entitlement offer.

name changed from Hills Holdings Limited