SMILES INCLUSIVE LIMITED (ASX.SIL)

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The status of the organisation has been changed from External Administered to Registered

delisted by ASX under Listing Rule 17.12

we understand ASX removed the company from listing because its securities have been suspended from quotation for a continuous period of two years

The company lodges its Annual Report to shareholders (FY19-20).

On 28 September 2021, ASIC consented to the resignation of KPMG as the company's auditor. The Board resolved to appoint FSA Partners as the company's auditor to fill the casual vacancy. FSA Partners will hold office until the company's next AGM.

The company lodges its Preliminary Final Report.

The company has failed to pay to ASX Limited the annual listing fees for the year ending 30 June 2022, and the entity's securities are already suspended from quotation.

The DOCA proposed by Exit Solutions Ltd and approved by the creditors of Smiles Inclusive Limited was signed on 23 July 2021. Nick Jim Combis of Vincents was appointed Deed Administrator.

The Administrators of Smiles Inclusive Ltd have confirmed the outcome of the reconvened second meeting of creditors of SIL held today. Creditors accepted the DOCA proposed by Exit Solutions in respect to SIL. It was the Administrators' opinion that approving the DOCA was in the best interest of all creditors. The DOCA will be signed within 15 business days of today's date. The DOCA is expected to result in a greater return to one or more secured creditors and reduce the overall loss to creditors as a whole as compared to liquidation. Unfortunately, the Administrators do not anticipate any distribution to unsecured creditors under the DOCA due to the terms of the DOCA and the financial position of SIL on appointment.

The Administrators of Smiles Inclusive Ltd today released their Supplementary Report to Creditors recommending that the creditors of SIL resolve that SIL enter into a Deed of Company Arrangement proposed by Exit Solutions. At the second meeting of creditors held on Wednesday 30 June 2021, the meeting of creditors for SIL was adjourned until Friday 2 July 2021 at 11:00am AEST. At this reconvened meeting, the creditors of SIL will be asked to decide to either: resolve that SIL execute a DOCA; or return SIL to the control of the directors; or place SIL into liquidation.

The Administrators of the Smiles Group have confirmed the outcome of the concurrent second meeting of creditors of SIL and its wholly-owned subsidiary, Totally Smiles Pty Ltd, held today. Creditors resolved to place TS into liquidation, with Tim Heenan and Luci Palaghia appointment liquidators. It was the Administrator's opinion that it was in creditors' interests for TS to be wound up as no DOCA has been received. Shortly before issuing the report on 23 June 2021, the Administrators received a DOCA proposal for SIL. Further analysis of the proposed DOCA is required, including canvassing stakeholders' views. Consequently, the Administrator's adjourned the second meeting of creditors for SIL until Friday, 2 July 11:00 am.

The Administrators of the Smiles Group today released their report to creditors, recommending that creditors resolve to place Smiles Inclusive Limited and Totally Smiles Pty Ltd into liquidation at the second meeting of creditors to be held on 30 June 2021. This follows the sale of 16 practices to Genesis Capital and 21 practices to individual purchasers. A further 12 practices owned by the Smiles Group at the time of the appointment of the Administrators have been permanently closed. The Administrators do not anticipate any distribution to unsecured creditors due to the financial position of the Smiles Group on appointment. The Administrators of the Smiles Group provided their statutory report to creditors, in which they confirmed the second meeting of creditors of the Smiles Group would be held on 30 June 2021. At this meeting, the creditors will be asked to decide to either: resolve to execute a DOCA; or return the companies to the control of the directors; or put the companies into liquidation.

Under Listing Rule 17.6, any entity (if not already suspended) that has not paid its annual listing fees by close of business on Friday, 19 February 2021 will have its securities suspended from official quotation before the commencement of trading on Monday, 22 February 2021. The company has not paid the second instalment of its annual listing fees in respect of the year ending 30 June 2021 but the securities are already suspended from official quotation.

An asset sale agreement was entered by Totally Smiles Pty Ltd, a subsidiary of Smiles Inclusive Limited, with Genesis Capital for the sale of 26 practices.

The company has not been able to raise the funds required to repay amounts due under the recently anounced release deed with NAB. NAB has now terminated the release deed having earlier cancelled and demanded full payment of all amounts owing to it under its facilities on 19 October 2020. The Board has today appointed Luci Palaghia and Tim Heenan, Deloitte Restructuring Services partners, as Voluntary Administrators to Smiles Inclusive Limited and Totally Smiles Pty Ltd.

The company lodges its Appendix 4C - quarterly.

The company lodges an Appendix 4C - monthly.

The company lodges its Half Yearly Report and Accounts.

The company has agreed with NAB to revise the terms of the recently announced release deed. Under the deed, NAB has agreed to release and discharge the company from liability under its various banking facilitie on receipt of a payment of $12m plus amounts owing under the company's credit card facility and NAB's reasonable expenses associated with the facilities by 4 November 2020. The company is also required to repay amounts owing under its bank guarantee and JobKeeper facilities by 9 November 2020. The total debit balance held with NAB at close of business 19 October 2020 was $19,040,804. The company will not dispose of any assets prior to 4 November 2020, and it will close all transaction accounts with NAB, end the use of merchant facilities and replace bank guarantees on issue with third parties by 9 November 2020.

The company has received a notice of intention to call a general meeting, which was provided by Dr. Arthur Mark Walsh, CDentist, Makepeace Nominees as trustee of the Makepeace Superfund Account, Dr. Philip Makepeace and Phi Long Invesment, indicating that they hold at least 5% of the votes that may be case at a general meeting of the company. The notice states an intention to appoint Dr Joao Camacho, Dr Philip Makepeace and Dr Arthur Walsh as directors of the company and to remove each of the directors of the company and any person appointed as a director of the company between 19 October 2020 and the date of the EGM. The requisitioners intend to hold the EGM no later than 21 December 2020. The company believes there is no reasonable basis for the requisitioners to repeatedly call a shareholder meeting to spill the Board.

The shareholder meeting that was proposed to be held on 23 October 2020 at 10.00 am has been cancelled. There will be no extraordinary general meeting held on that date. The company has received a determination which prevents the company from using a transaction specific prospectus to raise capital until 19 October 2021.

The company releases an Appendix 2A.

The company issues a notice of Proposed issue of Securities - SIL.

The Smiles Inclusive Board and management continue to make good progress in implementing the Sustainable Improvement Strategy and making the changes that will continue the encouraging turnaround of the business. An undewriting agreement with Aitken Murray Capital Partners to raise approximately $8 million to discharge liabilities to NAB was made. The new capital will be raised through a fully underwritten rights issue at 2.5 cents per share, which is anticipated to be completed on or around 7 December 2020. The Board is also in discussions with interested parties to refinance the balance of the existing NAB facilities and ensure the company has sufficient working capital to support the business.

The company has signed an underwriting agreement with Aitken Murray Capital Partners and intends to raise approximatley $8 million via a fully underwritten rights issue at an issue price of 2.5c per share. The company anticipates it will complete the rights issue on or around 7 December 2020, and proceeds are expected to be used to discharge liabilities to NAB.

The company lodges its Appendix 4C - monthly.

Smiles Inclusive Limited has today been served with documents filed in the Magistrates Court of Queensland by ASIC seeking orders pursuant to section 1274(11) of the Corporations Act 2001 for the Company to lodge its 31 December 2019 accounts in accordance with sections 302 and 320(1) of the Act within 28 days of receiving a court order to do so. The hearing is set for 10 November 2020. ASIC will withdraw the matter from court if the company lodges the requested documents with ASIC no later than one week before 10 November 2020. The company expects to be in a position to lodge its 31 December 2019 accounts before the date of the hearing.

The company's shareholders will shortly receive the following documents regarding the EGM called by a group of Totally Smiles dentists and their associated entities to be held on Friday 23 October 2020 at 10.00am: Chairman's letter to shareholders, Sustainable Improvement Strategy and Proxy Form. The Directors unanimously recommend shareholders VOTE AGAINST all of the resolutions proposed by the Requisitioning Shareholders and that you IGNORE THE PROXY FORM SENT BY THEM. The Board introduces the company's 'Sustainable Improvement Strategy' which provides the business with a pathway to sustainable growth in the short and longer term, and addresses a number of critical areas as a matter of urgency.

The company is still progressing its proposed capital raising and yesterday requested an extension to the date for repayment under the deed.

The company issues a response to ASX Query.

The company lodges its Appendix 4C - monthly.

The company releases a letter from the Chairman. The Chairman provides an update on the current status of the business and the significant progress that has been made in the company's turnaround plan.

Victoria has declared a state of disaster, increasing restrictions to stage four with The Australian Health Protection Principle Committee supporting the Victorian Governments move. The Australian Dental Association Victoria has advised effective from the 7 August 2020 dental centres operating within the metropolitan area of Victoria and Mitchell Shire must practice in accordance with Level 3 dental restrictions, while regional Victoria moves to level 2 restrictions. The company's Miranda and Yarram practices are on sale. The restructure of the dentures and mobile divisions resulted in the consolidation of 15 tenancies. The company also continues to be in advanced discussions for recapitalisation and remains focused on its recovery and sustainability strategy. It also has agreed to finalise its banking relationship with its primary financier NAB under a formal release deed. The audit review of the interim financial statements for the half-year ended 31 December 2019 is anticipated to be completed by no later than 31 August 2020. The full year audit work for the year ended 30 June 2020 is in progress and the company expects to have this finalised shortly in the near future.

The company issues a Response to ASX Appendix 3X Query.

The company releases an Appendix 3G.

The company has yesterday received a notice pursuant to section 249N of the Corporations Act 2001 (Cth) from the Requisitioning Shareholders nominating Dr Joao Camacho, Dr Philip Makepeace and Dr Arthur Walsh to be appointed directors of the Company, in addition to the removal of the current directors.

The company has received a notice from Phi Long Investment, CDentist, Philip Makepeace, Arthur Mark Walsh and Makepeace as trustee of the Makepeace Superfund Account indicating that they hold more than 5% of the votes that may be cast at a general meeting of the company and that they intend to call and arrange to hold a general meeting of the company. The notice states an intention to move resolutions to remove each of directors of the company and to remove any person appointed as director on and from 3 August 2020 until the commencement of the general meeting. The requisitioning shareholders do not propose alternative directors in the notice.

The company lodges its Appendix 4C - quarterly.

The company issues a response to ASX Query.

The company releases an Appendix 2A.

The company releases a notice of Proposed issue of Securities - SIL.

The company has entered into a short-term loan agreement with HOLZRC, an entity controlled by Dr Richard Holzgrefe, to assist with immediate working capital requirements. HOLZRC has advanced $200,000 on an unsecured basis to the company at an interest rate of 10% per annum which will accrue on the balance owing. The terms of the loan agreement, which has a termination date of 27 July 2020, may be amended by written agreement between both parties. The company will grant Holzrc options to acquire 4,000,000 fully paid ordinary shares in the company. The Options vest and are exercisable immediately at $0.025, and unexercised options lapse and automatically expire on 25 August 2020.

The company releases its response to an ASX Query.

The company lodges its Appendix 4C - Amendment.

The Company announces the reopening of all dental centres following the Australian Health Protection Principle Committees approval to move to Level 1 dental services. The easing of restrictions means full dental services can be provided under the guidance of COVID-19 protocols.The period has also seen the Company progress its strategic planning, focusing on organisational redesign and consideration of the individual existing centres and businesses. This work has developed a clear pathway to cost efficiency, portfolio simplification and specific growth initiatives expected to maximise shareholder value.

Totally Smiles is pleased to announce the easing of level 3 restrictions following the Australian Health Protection Principal Committee announcement. The business is now commencing its COVID-19 recovery plan with the re-opening of 20 practices from 27 April 2020. While the easing of restrictions is the first step in moving forward, the health and safety of our people and patients remains paramount. Totally Smiles will continue to adhere to AHPPC regulatory requirements, with an approach to increasing utilisation and opening the remaining practices in the coming weeks as the need for increased services arise.

The company lodges an Appendix 4C.

The company releases an Appendix 2A.

The company received notice from Dr. John Camacho purporting to represent 16 of Totally Smiles' 98 dentists, seeking to terminate their service agreements. The company is in the process of contacting the dentists named in Dr Camacho's letter to understand their intentions and is committed to work with them wherever possible. The majority of those dentists have informed the company hat they were unaware of Dr Camacho's letter and have stated that it is not their intention to terminate their service agreements. In addition to dealing with the pandemic crisis, the Board and management are focused on the recovery of the business after COVID-19 and future growth plans. The commpany is in advanced negotiations in respect of the transaction which, if completed, would materially improve its financial positio and provide it with capital to continue through the remainder of the current temporary shutdown and beyond.

The Company has agreed to grant its Deputy CEO, Michelle Aquilina, and its General Manager of Operations, Mark O'Brien, options to acquire 2,000,000 and 500,000 fully paid ordinary shares in the Company respectively.

13,166,000 fully paid ordinary shares in the company are expected to be released from mandatory escrow on or around 27 April 2020.

SIL has made the required alterations to its operating practices and model to support this approach, which has occurred in consideration of each of its practices and business individually. The majority of SIL's workforce has temporarily stood down, other than to meet the businesses' emergency appointment demand. It is anticipated that eligible employees will receive the Australian Government's JobKeeper subsidy of $1,500 per fortnight. Other initiatives underway include negotiations with landlords on deferred rental payments, discussions with major supplier contracts to renegotiate terms and application for federal and state government subsidies. The company is urgently seeking financial support from a range of prospective providers including to meet immediate obligations.

The company releases an Appendix 3G.

The company has received binding commitment for a placement to a sophisticated investor in Australia to raise $430,000. The offer price per fully paid ordinary share in the company is $0.038 and 11,315,789 New Shares will be issued. The cash generated from the placement will be used to meet its working capital requirements, and the investor has indicated that it would like to invest an additional $570,000 at the same price per share at a time before 30 June 2020.

The company releases an Appendix 2A.

The company releases a notice of Proposed issue of Securities - SIL.

The securities of the company will be suspended from Official Quotation in accordance with Listing Rule 17.5 from the commencement oftrading today, 2 March 2020, following theirfailure to lodge the relevant periodic report by the due date.

listed entity carried for record purposes only