investment statement for - Pumpkin Patch investor relations

epurchaseIt is intended that if:• All 81,027,200 Shares offered by the Company are subscribed for, the Company will repurchase and cancel 49,027,200 Shares of theSelling Shareholders;• 60,770,399 Shares or fewer are subscribed for, the Company will not repurchase any Shares from the Selling Shareholders and may, in itsdiscretion, refund any subscription proceeds in excess of $40 million; and• More than 60,770,399 Shares, but less than 81,027,200 Shares are subscribed for, the Company will repurchase and cancel between28,770,400 and 49,027,200 Shares from the Selling Shareholders.Details of the Repurchase Agreements are set out in the Prospectus.stock exchange listingApplication has been made to NZX for permission to list the Shares. All requirements of the NZX relating to listing the Shares that can becomplied with on or before the date of this Investment Statement have been duly complied with. However, the NZX accepts no responsibilityfor any statement in this Investment Statement.New Zealand and Australian institution onlyshare offerThe Share Offer described in this section is an offer only to New Zealand resident investors, and eligible Australian institutional and professionalinvestors invited to participate in the book build process. This Investment Statement is only intended for use in connection with these offersand the Option Offer, and is not to be sent or given to any person outside New Zealand or Australia in any circumstances in which the ShareOffer or use of the Investment Statement would be unlawful.use of proceedsThe subscription proceeds from the issue of Shares under the Share Offer are intended to be used by Pumpkin Patchto fund:• continued development and store rollout in New Zealand and Australia;• expansion of overseas third party retailing through department stores in the United States;• extension of existing operations in Europe and the Middle East; and• the retirement of up to $13.1 million of existing term debt facilities; and• the repurchase of Shares from the Selling Shareholders in accordance with the Repurchase Agreements described on page 50 and setout in full in the Prospectus.Although it is intended that these proceeds will be used as set out above, they may be applied to any undertaking in which Pumpkin Patchmay lawfully engage.Based upon the Indicative Price Range for the book build the subscription proceeds will total $97 million (at a Final Price of $1.20 perShare) or $113 million (at a Final Price of $1.40 per Share) assuming all 81,027,200 Shares are subscribed for.12