PALLA PHARMA LIMITED (ASX.PAL)

A copy of the company's minutes documenting key decisions about the company's administration (where the administration is not under S.436E or S.439A) are lodged with ASIC.

The liquidator reports on their activities during the creditors' voluntary winding-up of the company.

The company notifies ASIC of a change in its registered address.

delisted at entity's request under Listing Rule 17.11

we understand Liquidators of the Company formally applied to the ASX requesting the removal of the Company from the ASX official list following the failure of the company

The Liquidators of the Company have formally applied to the ASX requesting the removal of the Company from the ASX official list pursuant to ASX Listing Rule 17.11. The Company has received in-principle advice from the ASX that the Company would likely be removed from the official list on a date to be determined by the ASX in consultation with the Company.

a loss declaration has been issued and the capital loss can therefore be claimed in the financial year the declaration is issued (this declaration was issued on 9 June 2022)

The company releases an update to its shareholders.

The liquidators have completed the sale of the following 100% owned international subsidiaries held by the group: Palla Pharma (UK) Limited; Palla Pharma Norway Holdings AS. The entities were sold to a consortium of local Norwegian buyers in two separate transactions completing on 19 March 2022 for the UK entity, and 28 March 2022 for the Norwegian entities respectively.

At the Second Meeting of Creditors of the Company held on 9 March 2022, it was resolved pursuant to Section 439C(c) of the Act that the Company be wound up. The administrators rely on the exemption in relation to the Company's financial reporting obligations under Part 2M.3 of the Act.

The Administrators of the Company today released their report to creditors, recommending that creditors resolve to place the Company into liquidation at the second meeting of creditors to be held on 9 March 2022. This follows an extensive sale process, where no going concern or recapitalisation offer for the Company was received, and the Administrators subsequently commenced winding down the Company's business operations on 15 February 2022. The Administrators anticipate a distribution of 100 cents in the dollar to priority employee creditors and between 6 cents in the dollar and 84 cents in dollar to unsecured creditors. The quantum and timing of any distribution is heavily dependent on the outcome of the wind-down of the Australian operations, realisation of the Company's overseas subsidiaries and any litigation. At this stage, the Administrators do not anticipate a return to shareholders. The Administrators of the Company notified creditors today that the second meeting of creditors of the Company will be held on 9 March 2022.

Following an Expressions of Interest campaign and Phase One due diligence, non-binding indicative offers were received on 31 January 2022 and two parties with interest in buying the Company and/or its subsidiaries as a going concern proceeded into Phase Two of due diligence. The indicative offers provided preferrable outcomes for stakeholders and had the potential to preserve employment with transfer of entitlements. Following further due diligence, both parties advised on 14 February 2022 that they were unable to provide a bid for the business on a going concern basis. The feedback provided by all parties throughout the process was consistent "“ due to high operating costs, the current depressed global opioid market price, and ongoing pandemic causing delays in elective surgery, an acquirer would struggle to operate the business on a going concern basis. The Administrators have made the decision to immediately commence the wind-down of the Australian operations and cessation of trading. The wind-down of the Coolaroo site is expected to be completed over the next 2 months. The application seeking waivers from ASX Listing Rules 4.5.1, 4.7.1, 4.3B, 4.7B and 4.7C were not granted.

The company updates its shareholders on the deferral of its financial reporting obligations and the deferral of convening its AGM.

On 19 January 2022, the Federal Court made orders extending the convening period to midnight on 27 April 2022. The Second Meeting of Creditors must now be held at any time during the period up to, or within 5 business days after, the end of the Convening Period.

Since the appointment of the voluntary administrators, a process was commenced seeking proposals for the recapitalisation or sale of all or part of the assets controlled by the Company together with its shareholding in its 100% owned subsidiaries Palla Pharma Norway AS and Palla Pharma UK. In consideration of the limited liquidity available, the Administrators have implemented an appropriate timeframe to undertake the process whilst reserving their rights to change the proposed timetable should circumstances provide. To date the Administrators have undertaken numerous actions to attract interest including: Placed an advertisement in the Australian Financial Review on 29 December 2021 seeking expressions of interest; Written to a number of logical strategic buyers, including key industry players, identified through discussions with management, industry research, and review of books and records of the Company; Contacted several investment funds to determine any interest in the Company and assets for sale and/or recapitalisation. On 12 January 2022, an application was filed in the Federal Court of Australia seeking orders under sections 439A and 447A of the Corporations Act extending the time to convene the second meeting of creditors for a period of up to 90 days to 27 April 2022.

The Company has entered voluntary administration. Craig Shepard and Bryan Webster of Korda Mentha were appointed as joint and several Voluntary Administrators. The Administrators have assumed control of the Company and will work with the Board during the administration period to maximise the outcome for all stakeholders of the Company.

The securities of Palla Pharma Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of PAL, pending the release of an announcement regarding the results of the review undertaken by PAL of its strategy and operations.

name changed from TPI Enterprises Ltd