OROTONGROUP LIMITED (ASX.ORL)

company is now called OROTONGROUP PTY LIMITED

delisted from the close of trading on Friday, 10 August 2018 pursuant to Listing rule 17.11.

we understand that under the Deed of Company Arrangement all shares on issue in Orotongroup Limited were transferred to Manderrah Pty Limited for nil consideration

Following a scheduled ASX internal system change affecting the Market Announcements Platform, it has been necessary to re-apply the "˜Suspend' session state. This announcement serves to re-confirm the securities of this entity remain suspended.

As all conditions precedent have been satisfied, the DOCA entered into by, amongst others, Oroton, Manderrah and Vaughan Strawbridge and Glen Kanevsky in their capacity as joint and several deed administrators was implemented yesterday after market close. As a result: all shares on issue in Oroton have been transferred to Manderrah; completion has occurred under the DOCA, meaning that the DOCA has terminated and Oroton is no longer subject to a deed of company arrangement; and the Deed Administrators have retired.

The Section 444GA Application was heard today by Justice White in the Supreme Court of New South Wales (Court). His Honour made orders granting leave to the Deed Administrators to transfer all the issued shares. in ORL from the current shareholders to Manderrah or its nominee in accordance with the terms of the deed of company arrangement dated 13 April 2018. No shareholders or interested parties appeared at the hearing or objected to the Section 444GA Application.

The Section 444GA Application was before Justice Ward for a further directions hearing on 16 July 2018. No shareholder of ORL or other interested party appeared in person at the directions hearing on 16 July 2018. Justice Ward made orders confirming the hearing date for the Section 444GA Application at 10am on 27 July 2018 for an estimate of one day with liberty to apply to the Court on two business days' notice specifying the relief sought.

The company releases an explanatory statement and independent expert report by KPMG. This Explanatory Statement provides information to shareholders of OrotonGroup Limited regarding the DOCA proposed by Manderrah and entered into by the administrators, Oroton, OrotonGroup and OrotonGroup (Australia) on 13 April 2018.

One of the conditions that must be satisfied for the completion of the DOCA is that the administrators obtain leave from the Supreme Court of New South Wales to transfer all of the shares in Oroton to Manderrah or its nominee for nil consideration. The Court has tentatively listed the application for a final hearing at the Supreme Court of New South Wales at 10am on 27 July 2018 for an estimate of one day. A further directions hearing will take place at 10am on 16 July 2018 at the Supreme Court of New South Wales, at which the Court will make further directions for the hearing of the Section 444GA Application and confirm the final hearing date.

Oroton is currently subject to a DOCA. As implementation of this is ongoing, Vaughan Strawbridge and Glen Kanevsky in their capacity as joint and several deed administrators requested that ASIC grant a further extension of time to the period within which Oroton must hold its 2017 AGM. ASIC extended the date by which Oroton must hold its 2017 AGM from 29 June 2018 to 31 August 2018.

The Deed Administrators, on behalf of Oroton, have signed and completed a Share Sale and Document Termination Deed with TDE and entities associated with Alyce Tran and Tania Liu under which Oroton has sold its entire shareholding in TDE to the TDE Founders. Oroton will receive consideration in the sum of $2,211,000. The Share Sale Deed provides for the termination of certain documents previously entered into by Oroton, TDE and the TDE Founders in connection with Oroton's investment in TDE in 2017.

The DOCA was signed on 13 April 2018. Vaughan Neil Strawbridge and Glen Kanevsky now act as Joint and Several Deed Administrators of the companies and will continue to control and trade the business during the Deed Administration period. Under the terms of the DOCA, the Deed Administrators will file an application with the Court to seek consent orders for the transfer of OrotonGroup Limited shares to the new owner of the business, which is anticipated to take approximately two months to complete.

The company releases the outcome of the 29 March 2018 second meeting of creditors. At the meeting, creditors have voted to support the Vicars proposal. The Administrators will progress the Court application process next week to transfer the shares to the new owner, which could take up to two months.

Given Oroton's ongoing voluntary administration, the Administrators of Oroton have requested that ASIC grant a further extension of time within which Oroton must hold its 2017 AGM. ASIC extended the period in which Oroton must hold its 2017 AGM from 29 March 2018 to 29 June 2018.

The Administrators today provided their statutory second report to creditors, in which they confirmed they had received a Deed of Company Arrangement proposal from an entity controlled by Mr J Will Vicars. The Administrators recommend that creditors vote in favour of the DOCA proposal. The second meeting of creditors will be held at the offices of the Institute of Chartered Accountants Australia & New Zealand, 33 Erskine Street, Sydney, at 11.00 am on Thursday 29 March 2018.

On 17 December 2017, under section 250P of the Act, ASIC granted an extension to the period within which Oroton must hold its 2017 AGM from 29 December 2017 to 29 March 2018. This extension allows the Administrators time to satisfy its obligations to Oroton's creditors in accordance with the requirements under the Act.

The securities of OrotonGroup Limited will be suspended from official quotation immediately, following the appointment of voluntary administrators.

The Strategic Review process has failed to secure a viable option for the Company so the company appointed Deloitte Restructuring Services partners Vaughan Strawbridge and Glen Kanevsky as Joint and Several Administrators of OrotonGroup Limited. Oroton stores will continue to trade and employ on a business as usual basis.

name changed from Oroton International Limited